19
                                                                    d
                            SALE OF ASSETS AGREEMENT

     This Sale of Assets Agreement is entered in to this 16th day of April, 1997
by  and  among  INTERNATIONAL  HUMATE  FERTILIZER  CO.,  a  Nevada  corporation
("Seller"),  and  MIDWEST  ENTERPRISE CONSULTANTS, INC., an Illinois corporation
("Purchaser").

     WHEREAS,  Seller  operates  a business primarily engaged in the manufacture
and  sale  of  organic  humate  based  fertilizer  and  animal feed ingredients.
Seller's  principal  place  of business is 908 N. Creston, Mesa, Arizona. Seller
owns  equipment,  trade  secrets,  inventories,  contract  rights,  leasehold
interests, and miscellaneous assets used in connection with the operation of its
business;

     WHEREAS,  Purchaser desires to acquire substantially all the assets used or
useful,  or  intended  to  be  used,  in the operation of Seller's business, and
Seller  desires  to  sell  such  assets  to  Purchaser.

     NOW  THEREFORE,  IT  IS  AGREED  AS  FOLLOWS:

Section  1.     Assets  Purchased;  Liabilities  Assumed.
-----------     -----------------------------------------

     1.1     Assets Purchased.  Seller agrees to sell to Purchaser and Purchaser
             -----------------
agrees  to  purchase  from Seller, on the terms and conditions set forth in this
Agreement,  the  assets  set  forth  on  Exhibit  A  hereto  ("Assets").

     1.2     Liabilities  Assumed.  Purchaser  shall  accept  the assignment and
             ---------------------
assume  responsibility for all unfilled orders from customers of Seller assigned
to Purchaser pursuant to Section 1.1, shall assume responsibility of payment for
purchase orders for inventory items that have been placed by Seller prior to the
Closing  Date but that will not be delivered until after the Closing Date, shall
assume  and  perform  any  of  Seller's obligations or other contracts listed on
Exhibit  B hereto, if any, and shall assume liability for such other liabilities
of  Seller  to  the  extent  set  forth  on  Exhibit  B  hereto.

Section  2.     Excluded  Assets.  Assets  excluded  from this sale and purchase
-----------     ----------------
are:  none
---

Section  3.     Purchase  Price for Assets other than Inventories.  The purchase
-----------     --------------------------------------------------
price  for the Assets shall be paid by the purchaser in payment in consideration
with  shares  of  common  stock  of  the  Purchaser.  Said  common shares of the
Purchaser  are  of  no  par  value.

Section  4.     Payment  of Purchase Price.  The price for the Asses, to be paid
-----------     ---------------------------
in  the  form  of treasury shares of the purchaser is 5,884,614 common shares of
Midwest  Enterprise  Consultants,  Inc.  common  shares  no  par  value  due and
deliverable  at  closing.

Section  5.     Adjustments.  The  operation  of  Seller's  business and related
-----------     ------------
income  and  expenses  up to the close of business on the day before the Closing
Date  shall  be  for  the  account  of  Seller and thereafter for the account of
<PAGE>
Purchaser.  Expenses,  including but not limited to utilities, personal property
taxes,  rents,  real  property  taxes,  wages,  vacation pay, payroll taxes, and
fringe benefits of employees of Seller, shall not be prorated between Seller and
Purchaser as such shall be cut off on the close of business on the Closing Date.

Section  6.     Seller's  Representation  and  Warranties.  Seller represent and
-----------     -----------------------------------------
warrant  to  Purchaser  as  follows:
---

     6.1     Corporate  Existence.  Seller  is now and on Closing Date will be a
             ---------------------
corporation  duly  organized and validly existing and in good standing under the
laws  of  the  State  of  Nevada.  Seller  has all requisite corporate power and
authority  to  own,  operate and/or lease the Assets, as the case may be, and to
carry  on  its  business  as  now  being  conducted.

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

     6.3     Financial  Statements.  Attached  hereto  as Exhibit C are Seller's
             ----------------------
reviewed  financial  statement  for  the  periods  within seven days of closing,
Seller  shall submit to purchaser its reviewed Financial Statements for 1996 and
1997  year  to  date  (Financial  Statements).  The  Financial Statements are in
accordance  with  the  books  and  records  of Seller and are true, correct, and
complete;  fairly  present  financial  conditions of Seller at the dates of such
Financial  Statements  and  the  results  of its operations for the periods then
ended;  and  were  prepared  in  accordance  with  generally accepted accounting
principles  applied  on a basis consistent with prior accounting periods. Except
as described in this Agreement, since the date of the Financial Statements there
has  been  no  material  change  in  the  financial  condition  of  Seller.

     6.4     Title  to  Assets.  Except as may be described in Exhibit A of this
             ------------------
Agreement,  Seller holds good and marketable title to the Assets, free and clear
of  restrictions  on or conditions to transfer or assignment, and free and clear
of  liens.  pledges,  charges,  or  encumbrances.

     6.5     Brokers  and Finders.  Seller has not employed any broker or finder
             ---------------------
in  connection  with  the  transactions contemplated by this Agreement, or taken
actions  that  would  give  us  rise  to  a  valid claim against any party for a
brokerage  commission,  finder's  fee,  or  other  like  payment.

     6.6     Transfer  Not subject to Encumbrances or Third-Party Approval.  The
             --------------------------------------------------------------
execution  and  delivery of this Agreement by Seller and the consummation of the
contemplated  transactions, will not result in the creation or imposition of any
valid  lien,  charge,  or encumbrance on any of the Assets, and will not require
the  authorization,  consent,  or  approval  of  any  third party, including any
governmental  subdivision  or  regulatory  agency.

     6.7     Labor  Agreements  and Disputes.  Seller is neither a party to, nor
             --------------------------------
otherwise  subject to any collective bargaining or other agreement governing the
wages,  hours,  and  terms  of  employment  of  Seller's  employees.

     6.8     ERISA and Related Matters.  Exhibit D, only if attached, sets forth
             --------------------------
a  description  of  all  "Employee  Welfare Benefit Plans" and "Employee Pension
Benefit  Plans"  (as  defined  in  3(1)  and 3(2), respectively, of the Employee
<PAGE>
Retirement  Income  Security  Act of 1974, as amended ("ERISA")) existing on the
date hereof that are or have been maintained or contributed to by the Seller, if
any.  Except if listed as Exhibit D, the Seller does not maintain any retirement
or  deferred  compensation  plan,  vacation pay, severance pay, bonus or benefit
arrangement,  insurance  or  hospitalization program or any other fringe benefit
arrangement  for  any  employee, consultant or agent of the Corporation, whether
pursuant  to contract, arrangement, custom or informal understanding, which does
not  constitute  an "Employee Benefit Plan" (as defined in e 3(3) of ERISA), for
which  the  Seller  may  have  any ongoing material liability after Closing. The
Seller  does  not maintain nor has it ever contributed to any Multiemployer Plan
as  defined  by  e  3(37)  of  ERISA. The Seller does not currently maintain any
Employee  Pension  Benefit  Plan subject o Title IV of ERISA. There have been no
"prohibited transactions" (as described in e 406 of ERISA or e 4975 of the Code)
with  respect  to  any Employee Pension Benefit Plan or Employee Welfare Benefit
Plan  maintained by the Seller as to which the Seller has been party a party. As
to any employee pension benefit plan listed on Exhibit D and subject to Title IV
of  ERISA,  there  have  been no reportable events (as such term is defined in e
4043  of  ERISA).

     6.9     Compliance with Codes and Regulation.  Seller has no knowledge that
             -------------------------------------
leasehold  improvements violate and provisions of any applicable building codes,
fire  regulations,  building  restrictions,  or  other  ordinances,  orders,  or
regulations.

     6.10     Litigation.  Seller  has  no  knowledge  of any claim, litigation,
              -----------
proceeding,  or  investigation  pending  or threatened against Seller that might
result  in  any  material  adverse change in the business or condition of Assets
being  conveyed  under  this  Agreement.

     6.11     Accuracy  of  Representations  and  Warranties.  None  of  the
              -----------------------------------------------
representations  or  warranties  of  Seller  contain  or will contain any untrue
statement  of  a  material fact or omit or will omit or misstate a material fact
necessary  in  order to make statements in this Agreement not misleading. Seller
know  of no fact that has resulted, or that in the reasonable judgment of Seller
will  result  in  a  material  change  in the business, operations, or assets of
Seller  that  has not been set forth in this Agreement or otherwise disclosed to
Purchaser.

Section  7.     Representations  of  Purchaser.  Purchaser  represents  and
-----------     -------------------------------
warrants  as  follows:

     7.1     Corporate  Existence.  Purchaser  is  a corporation duly organized,
             ---------------------
validly  existing, and in good standing under the laws of the State of Illinois.
Purchaser  has all requisite corporate power, shareholder approval and authority
to  enter  into  this  Agreement  and  perform  its  obligations  hereunder.

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

     7.3     Brokers  and  Finders.  Purchaser  has  not  employed any broker or
             ----------------------
finder in connection with the transaction contemplated by this Agreement and has
<PAGE>
taken  no  action  that would give rise to a valid claim against any party for a
brokerage  commission,  finder's  fee,  or  other  like  payment.

     7.4     Accuracy  of  Representations  and  Warranties.  None  of  the
             -----------------------------------------------
representations  or  warranties  of Purchaser contain or will contain any untrue
statement  of  a  material fact or omit or will omit or misstate a material fact
necessary  in  order  to  make  the  statements contained herein not misleading.

Section  8.     Covenants  of  Seller.
-----------     ----------------------

     8.1     Seller's  Operation  of  Business  Prior to Closing.  Seller agrees
             ----------------------------------------------------
that  between  the  date  of  this  Agreement and the Closing Date, Seller will:

     8.1.1      Continue to  operate  the  business  that is the subject of this
Agreement  in  the  usual and ordinary course and in substantial conformity with
all applicable laws, ordinances, regulations, rules, or orders, and will use its
best  efforts  to  preserve its business organization and preserve the continued
operation of its customers, suppliers, and others having business relations with
Seller.

     8.1.2      Not assign, sell, lease, or otherwise transfer or dispose of any
of  the  assets  used  in  the performance of its business, whether now owned or
hereafter  acquired, except in the normal and ordinary course of business and in
connection  with  its  normal  operation.

     8.1.3      Maintain all  of  its  assets  other  than  inventories in their
present  condition,  reasonable  wear  and tear and ordinary usage excepted, and
maintain  the  inventories  at  levels  normally  maintained.

     8.2     Access  to  Premises and Information.  At reasonable times prior to
             -------------------------------------
the  Closing  Date,  Seller  will provide Purchaser and its representatives with
reasonable  access  during  business hours to the assets, titles, contracts, and
records  of  Seller  and furnish such additional information concerning Seller's
business  as  Purchaser  from  time  to  time  may  reasonably  request.

     8.3     Employee  Matters.
             ------------------

     8.3.1     Prior  to Closing, Seller will deliver to Purchaser a list of the
names  of  all  persons  on  the payroll of Seller, together with a statement of
amounts  paid  to  each during Seller's most recent fiscal year and amounts-paid
for  services from the beginning of the current fiscal year to the Closing Date.
Seller  will  also  provide  Purchaser  with  a  schedule  of all employee bonus
arrangements and a schedule of other material compensation or personnel benefits
or  policies  in  effect.

     8.3.2     Prior  to  the Closing Date, Seller will not, without Purchaser's
prior  written  consent,  enter  into any material agreement with its employees,
increase  the  rate  of compensation or bonus payable to or to become payable to
any  employee,  or  effect any changes in the management, personnel policies, or
employee  benefits,  except  in  accordance  with existing employment practices.
<PAGE>

     8.3.3     Seller  will  undertake  all  action  necessary or appropriate to
permit  Purchaser,  if  Purchaser  so desires, to take over Seller's pension and
profit-sharing  plan,  if  any, as a successor employer, and will cooperate with
Purchaser  with  respect  to  this  undertaking.

     8.4     Conditions  and  Best Efforts.  Seller will use its best efforts to
             ------------------------------
effectuate  the  transactions  contemplated by this Agreement and to fulfill all
the  conditions  of  the obligations of Seller under this Agreement, and will do
all acts and things as may be required to carry out their respective obligations
under  this  Agreement  and  consummate  and  complete  this  Agreement.

Section  9     Covenants  of  Purchaser
----------     ------------------------

     9.1     Conditions  and  Best Efforts.  Purchaser will use its best efforts
             ------------------------------
to effectuate the transactions contemplated by this Agreement and to fulfill all
the conditions of Purchaser's obligations under this Agreement, and shall do all
acts  and  things as may be required to carry out Purchaser's obligations and to
consummate  this  Agreement.

     9.2     Confidential  Information.  If for any reason the sale of Assets is
             --------------------------
not  closed,  Purchaser  will  not  disclose  to  third parties any confidential
information  received  from  Seller in the course of investigating, negotiating,
and  performing  the  transactions  contemplated  by  this  Agreement.

Section 10.     Conditions Precedent to Purchaser's Obligations.  The obligation
-----------     ------------------------------------------------
of  Purchaser  to purchase the Assets is subject to the fulfillment, prior to or
at  the Closing Date, of each of the following conditions, any one or portion of
which  may  be  waived  in  writing  by  Purchaser.

     10.1    Representations,  Warranties,  and  Covenants  of  Seller.  All
             ----------------------------------------------------------
representations and warranties made in this Agreement by Seller shall be true as
of  the  Closing Date as fully as though such representations and warranties had
been  made  on  and  as of the Closing Date, and, as of the Closing Date, Seller
shall  not  have violated or shall have failed to perform in accordance with any
covenant  contained  in  this  Agreement.

     10.2    Conditions  of  the  Business.  There  shall have been no  material
             ------------------------------
adverse  change  in  the  manner  of operation of Seller's business prior to the
Closing  Date.

     10.3    No  Suits  or  Actions.  At  the  Closing Date no suit, action,  or
             -----------------------
other  proceeding  shall have been threatened or instituted to restrain, enjoin,
or  otherwise  prevent  the  consummation  of this Agreement or the contemplated
transactions.

Section  11.    Conditions Precedent to Obligations of Seller.  The  obligations
------------    ----------------------------------------------
of  Seller  to  consummate  the  transactions contemplated by this Agreement are
subject  to  the  fulfillment,  prior  to or at the Closing Date, of each of the
following  conditions, any one or a portion of which may be waived in writing by
Seller;

     11.1    Representations,  Warranties,  and  Covenants  or  Purchaser.   All
             -------------------------------------------------------------
representations and warranties made in this Agreement by Purchaser shall be true
as  of  the  Closing Date as fully as though such representations and warranties
<PAGE>
had  been  made  on  and  as  of  the Closing Date, and Purchaser shall not have
violated  or  shall  not  have failed to perform in accordance with any covenant
contained  in  this  Agreement.

Section  12.    Purchaser's  Acceptance.   Purchaser represents and acknowledges
------------    ------------------------
that  it  has  entered in to this Agreement on the basis of its own examination,
personal  knowledge, and opinion of the value of the business. Purchaser has not
relied  on any representations made by Seller other than those specified in this
Agreement. Purchaser further acknowledges that Seller has not made any agreement
or promise to repair or improve any of the leasehold improvements, equipment, or
other  personal  property being sold to Purchaser under this Agreement, and that
Purchaser  takes all such property in the condition existing on the date of this
Agreement,  except  as  otherwise  provided  in  this  Agreement.

Section  13.    Risk  of Loss.  The risk of loss, damage, or destruction to  any
------------    --------------
of  the  equipment,  inventory,  or  other  personal  property to be conveyed to
Purchaser  under this Agreement shall be borne by Seller to the time of Closing.
In  the  event  of  such  loss,  damage  or  destruction,  Seller, to the extent
reasonable,  shall  replace  the  lost property or repair or cause to repair the
damaged  property to its condition prior to the damage. If replacement, repairs,
or  restorations  are  not  completed  prior to Closing, then the purchase price
shall  be adjusted by an amount agreed upon by Purchaser and Seller that will be
required  to complete the replacement, repair, or restoration following Closing.
If  Purchaser and Seller are unable to agree, then Purchaser, at its sole option
and  notwithstanding  any  other  provision  of  this  Agreement, upon notice to
Seller,  may rescind this Agreement and declare it to be of no further force and
effect,  in  which  event  there  shall  be  deemed null and void.  If, prior to
Closing,  any  of  the real properties that are the subject of the leases herein
are  damaged  or  destroyed,  then  Purchaser may rescind  this Agreement in the
manner provided above unless arrangements for repair satisfactory to all parties
involved  are  made  prior  to  Closing.

Section  14.    Indemnification  and  Survival
------------    ------------------------------

     14.1    Survival  of  Representations and Warranties.  All  representations
             ---------------------------------------------
and  warranties  made  in  this  Agreement  shall  survive  the  Closing of this
Agreement,  except  that any party to whom a representation or warranty has been
made  in  this Agreement shall be deemed to have waived any misrepresentation or
breach  of representation or warranty of which such party had knowledge prior to
Closing.  Any  party learning of a misrepresentation or breach of representation
or  warranty  under this Agreement shall immediately give written notice thereof
to  all  other  parties to this Agreement. The representations and warranties in
this  Agreement  shall  terminate  two (2) years from the Closing Date, and such
representations  or  warranties  shall  thereafter  be  without force or effect,
except  any claim with respect to which notice has been given to the party to be
charged  prior  to  such  expiration  date.

     14.2    Seller's  Indemnification.
             --------------------------

     14.2.1     Seller  hereby  agrees  to  indemnify  and  hold  Purchaser,  it
successors,  and  assigns  harmless  from  and  against:

     14.2.2     Any  and  all claims, liabilities, and obligations of every kind
and  description,  contingent  or  otherwise  arising  out  of or related to the
<PAGE>
operation  of Seller's business prior to the close of business on the day before
the  Closing  Date,  except  for  claims, liabilities, and obligations of Seller
expressly  assumed  by  Purchaser  under  this  Agreement  or  paid by insurance
maintained  by  Seller  or  Purchaser.

     14.2.3     Any  and  all  damage  resulting  from  any  material
misrepresentation,  breach  of  warranty  or covenant, or non-fulfillment of any
agreement  on  the  party  of  Seller  under  this  Agreement.

     14.3    Purchaser's  Indemnification.  Purchaser  agrees  to  defend,
             -----------------------------
indemnify,  and  hold  harmless  Seller  from  and  against:

     14.3.1     Any  and  all claims, liabilities, and obligations of every kind
and  description  arising  out  of  or  related to the operation of the business
following  Closing  or arising out of Purchaser's failure to perform obligations
of  Seller  assumed  by  Purchaser  pursuant  to  this  Agreement.

     14.3.2     Any  and  all  damage  or deficiency resulting from any material
misrepresentation,  breach  of  warranty  or  covenant, or nonfulfillment of any
agreement  on  the  part  of  Purchaser  under  this  Agreement.

Section  15.    Closing.
------------    --------

     15.1    Time  and  Place.  This  Agreement shall be closed at 1:00 p.m. on
             ----------------
April  30,  1997, or at such other time as the parties may agree in writing at a
location  to  be  agreed  upon  by  the  parties.

Section  16.    Bulk Transfers.  Purchaser waives compliance by Seller with the
------------    ---------------
Uniform  Bulk  Transfers Act. Except for those liabilities assumed by Purchaser,
as  provided  in  Section  1.2,  in  the event any creditor of Seller claims the
benefit  of  the  Bulk  Transfers  Act as against Purchaser or any of the assets
being  conveyed  to Purchaser under this Agreement, Seller shall immediately pay
or otherwise satisfy such claim or undertake its defense. Seller shall indemnify
and  hold  Purchaser  harmless  from  and  against any and all loss, expense, or
damage  resulting  from  the  failure  to comply with the Bulk Transfers Act. If
Seller  fails  to  comply  with  the provisions of this Section and Purchaser is
required  to  pay  any  creditor  of  Seller  in  order  to protect the property
purchased  under  this  Agreement  from  claims  or liens of Seller's creditors,
except  those assumed by Purchaser, then Purchaser may offset the amount it pays
against  the  balance  due  Seller on the Note by furnishing to the escrow agent
proof  of  such  payment  in  the  form of a receipt from the creditor involved.

Section  17.    Miscellaneous  Provision.
------------    -------------------------

     17.1    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.

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

          If  to  Purchaser,  to:     Kenneth G. Mason
                                      33 N. LaSalle Street,  Ste.  2131
                                      Chicago,  Il  60602

or  to  such  other person or address as Purchaser furnish to Seller pursuant to
the  above.

          If  to  Seller,  to:        David G. Williams
                                      908 N. Creston
                                      Mesa, AZ  85213

or  to  such other address as Seller furnish to Purchaser pursuant to the above.

     17.3    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  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.

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

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

     17.6    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.

     17.7    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.

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

     17.9    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  rules  of the American
Arbitration  Association  and such dispute, difference, or disagreement shall be
settled  by  arbitration in accordance with the then prevailing commercial rules
of the American Arbitration Association, and judgment upon the award rendered by
the  arbiter  may  be  entered  in  any  court  having  jurisdiction  thereof.
<PAGE>

     17.10   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.

     17.11   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.

     17.12   Counterparts.  This  Agreement  may  be  executed  in  several
             -------------
counterparts  and all so executed shall constitute one Agreement, binding on all
the  parties  hereto  even  though  all  the  parties are not signatories to the
original  or  the  same  counterpart.

     17.13   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.

     17.14   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.

Dated:

MIDWEST ENTERPRISE                                INTERNATIONAL  HUMATE
CONSULTANTS, INC.                                 FERTILIZER  CO.
an Illinois corporation                           a Nevada corporation


by:  /s/  Kenneth G. Mason                        by:  /s/  David Williams
President                                         President


<PAGE>
Attached  Exhibits:          A  -  List  of  Assets

                             B  -  Liabilities  &  Agreements  Assumed

                             C  -  Financial  Statements  or  Receipt

<PAGE>

                                    EXHIBIT A
                                     ASSETS


     1992  CHEVY  FLEETSIDE
     1993  CHEVY  FLEETSIDE
     1993  CHEVY  FLEETSIDE
     1989  FREIGHTLINER  TRUCK
     1994  BLAZER

     TRAILERS
     TRAILER  WHEEL  &  FRAME

     MANUFACTURING  EQUIPMENT
     UNIVERSAL  CLEANING  SYSTEM

     OFFICE  EQUIPMENT
     FAX  MACHINE
     COMPUTER
     COMPUTER

     CASH
     ACCOUNT  RECEIVABLES
     INVENTORY
     PREPAID  ITEMS

     ALL  ASSETS  ON  ATTACHED  FINANCIAL  STATEMENT


<PAGE>

                                 EXHIBITS B & C


     SEE ATTACHED FINANCIAL STATEMENTS FOR LISTED LIABILITIES/AGREEMENTS


<PAGE>

                       INTERNATIONAL HUMATE FERTILIZER CO.
                                  BALANCE SHEET
                              AS OF APRIL 30, 1997

ASSETS                                                     April 30, 1997
------                                                     --------------
Current  Assets
Checking/Savings
Cash
International State Bank - Raton                               5,203.34
Lubbock Bank                                                   3,296.50
Total Cash                                                     8,499.84
Total Checking/Savings                                         8,499.84
Accounts  Receivable
*Accounts Receivable                                          72,876.05
Total Accounts Receivable                                     72,876.05
Other  Current  Assets
Accounts Receivable - Other                                    3,640.00
Inventory-Containers                                             670.00
Inventory-Raw  Material
Caustic Potash                                                    90.00
Ferrous Sulfate Heptahydrate-50                                1,176.00
Ferrous Sulf. Heptahydrate-Bulk                                1,400.00
Urea-50 lb bag                                                 5,267.25
Phosphoric Acid                                                1,540.00
Zinc Sulfate Monohydrate-50 Bag                                3,050.00
Manganese Sulf. Mono                                           2,500.00
Total Inventory - Raw Material                                15,023.25
Inventory-Finished
Agri-Hume 50 lb Bag                                            6,701.94
Agri-Hume 1 Ton Bag                                           10,252.80
Agri-Hume 50 Hi-Grade                                          1,258.74
Agri-Hume Bulk High Grade                                        822.00
Aqua-H 5 Gallon                                                1,196.13
Aqua-H 30 Gallon                                                 425.25
Aqua-H Bulk                                                   12,413.75
Aqua-H Plus N                                                     83.00
Aqua-F 5 Gallon                                                  643.20
Aqua-F 30 Gallon                                                 651.75
Aqua-F Bulk                                                    2,232.58
Calcium Plus                                                   2,375.00
Macro-Plus (5 gal)                                             1,305.09
Macro-Plus 30 Gal Drum                                           269.50
Macro-Plus Bulk                                                   70.00
Macro-Plus + (5 Gal)                                             899.24
Macro-Plus + Zinc                                              4,619.80
Total Inventory - Finished                                    46,219.77
Prepaid Inventory                                             53,457.14
Clearing Account                                              10,124.00
Total Other Current Assets                                   129,134.16
Total Current Assets                                         210,510.05
Fixed  Assets
Equipment
Furniture & Equipment                                          5,904.00
Manufacturing Equipment                                       29,055.00
Transportation Equipment                                     136,775.00
Accumulative Depreciation                                    (94,738.00)
Total Equipment                                               76,996.00
Total Fixed Assets                                            76,996.00
Other  Assets
Deposit-Utilities                                                360.00
Total Other Assets                                               360.00
TOTAL ASSETS                                                 287,866.05
------------                                                 ----------

Liabilities  &  Equity
Liabilities
Current  Liabilities
--------------------
Other  Current  Liabilities
Accounts Payable-Trade                                        39,284.22
Credit  Cards  Payable
Credit Card-Best Buy                                           1,471.33
Credit Card-BNY/Delaware                                       4,445.15
Credit Card-Household/Visa                                     6,189.99
Total Credit Cards Payable                                    12,106.47
Other  Accrued  Liabilities
Royalty Fees                                                   2,178.17
Loans Payable Officer-D.W.                                   120,259.58
Equipment Lease Payments                                      25,600.00
Total Other Accrued Liabilities                              148,037.75
Total Other Current Liabilities                              199,428.44
Total Current Liabilities                                    199,428.44
Long  Term  Liabilities
Notes  Payable-
Raton  International  Bank
42822-7103  7-2-97                                            50,591.98
42822-7102  8-5-98                                            35,681.60
Total Raton International Bank                                86,273.58
Forklift Lease                                                14,915.16
Total Notes Payable-                                         101,188.74
Total Long Term Liabilities                                  101,188.74
Total Liabilities                                            300,617.18
Equity
Opening Equity Balance                                        47,563.29
Net Income                                                   (60,314.42)
Total Equity                                                 (12,751.13)
TOTAL LIABILITIES & EQUITY                                   287,866.05
--------------------------                                   ----------


<PAGE>

                       INTERNATIONAL HUMATE FERTILIZER CO.
                                 PROFIT AND LOSS
                          JULY 1996 THROUGH APRIL 1997

                                                        July 96 - April 97
                                                        ------------------
Ordinary  Income/Expense
------------------------
Income
Sales
Agri-Hume 50 lb Bag                                            4,648.00
Agri-Hume 1 Ton Bag-Chipped                                   12,810.00
Agri-Hume 50 Hi-Grade                                            495.00
Agri-Hume Bulk/Truck                                          34,560.00
Aqua-H 5 Gallon                                               13,880.00
Aqua-H Bulk                                                  101,921.58
Aqua-H (pnut)                                                 24,000.00
Aqua-H Plus N                                                    461.30
Aqua-F                                                         5,878.24
Aqua-F 55 Gallon                                                 990.00
Aqua-F Bulk                                                   16,593.22
Calcium Plus-5 Gallons                                        11,960.00
Macro-Plus Bulk                                                4,112.00
Macro-Plus + (5 gal)                                          34,885.85
Macro-Plus + Zinc                                              5,281.00
Sales Misc.                                                      450.00
Sales-Other                                                    3,505.00
Total Sales                                                  276,431.19
Sales Discounts                                               (8,651.88)
Royalty Fees                                                  (2,178.17)
Total Income                                                 265,601.14
Cost of Goods Sold
Cost of Goods Sold
Chemicals                                                      6,348.64
Freight-In                                                     2,260.00
Freight-Out                                                    3,382.17
Insurance                                                      5,774.51
Inventory/COGS Adjustment                                    (54,861.59)
Lease Equipment                                                2,744.44
Manufacturing Costs                                              255.90
Mfg-Sub Contract                                              17,198.37
Manufacturing Supplies                                           159.19
Packaging Containers                                           1,728.00
Total Packaging                                                1,728.00
Repairs & Maint (Equip)                                        2,696.58
Repairs & Maint (other)                                        1,117.12
Tools and Machinery                                            2,566.86
Transportation Taxes                                             139.32
Utilities                                                      5,563.74
Misc.                                                            756.99
Cost of Goods Sold - Other                                    66,075.54
Total Cost of Goods Sold                                      63,905.78
Total COGS                                                    63,905.78
Gross Profit                                                 201,695.36
Expense
Advertising                                                    1,040.18
Bank Service Charges                                           1,481.85
Bond Expense                                                     100.00
Contract Services
Consulting                                                     3,988.22
Total Contract Services                                        3,988.22
Dues and Subscriptions                                           251.05
Interest Expense
Finance Charge                                                   341.02
Loan Interest                                                  7,088.84
Interest Expense Other                                         2,529.67
Total Interest Expense                                         9,959.53
Licenses and Permits                                             394.40
Manufacture Rep's
Ashland Sales Co.                                                407.40
Az-Tex                                                        50,519.49
B. Workman                                                     1,965.50
R. Hudson                                                        448.32
L. Wright                                                     27,142.69
C. Bugge                                                       3,119.00
Total Manufacturing Rep's                                     83,602.40
Miscellaneous                                                     65.09
Office Expense
Maintenance                                                    1,280.99
Supplies                                                       4,775.05
Office Expense-Other                                              82.15
Total Office Expense                                           6,138.19
Postage and Delivery                                             748.21
Professional Fees
Legal                                                          2,627.63
Accounting                                                    11,774.81
Total Professional Fees                                       14,402.44
Rent-Equipment                                                   375.00
Rent
Houston                                                          800.00
Lubbock                                                        7,035.00
Raton                                                          9,750.00
Total Rent                                                    17,585.00
Repairs
Computer Repairs                                                  95.09
Total Repairs                                                     95.09
Research & Development                                         5,914.01
Subcontractors                                                   650.00
Taxes
Local                                                          1,217.86
Fuel                                                               6.00
Total Taxes                                                    1,223.86
Telephone                                                     14,549.50
Transportation
Airplane
Fuel                                                          18,371.31
Rent                                                           2,131.00
Lease                                                         25,600.00
Maintenance                                                   12,240.75
Training                                                       1,600.00
Total Airplane                                                59,943.06
Auto & Truck
Fuel                                                           4,957.29
Insurance                                                      7,479.88
License/Tags                                                     476.35
Maintenance                                                   10,112.29
Total Auto & Truck                                            23,025.81
Total Transportation                                          82,968.87
Travel
Airfare                                                        1,358.00
Lodging                                                        5,771.23
Travel                                                           889.81
Travel-Other                                                   3,898.77
Total Travel                                                  11,917.81
Uncategorized Expenses                                         1,126.17
Uncollectable Receivables                                      3,464.41
Total Expenses                                               262,041.28
Net Ordinary Income                                          (60,345.92)
Other  Income/Expense
Other  Income
Interest Income                                                   31.50
Total Other Income                                                31.50
Net Other Income                                                  31.50
Net Income                                                   (60,314.42)