AGREEMENT
                                    ---------


INTERNATIONAL  HUMATE  FERTILIZER,  CO.  (a Nevada corporation), located at 1626
Hovenden  Court,  Texas 77450, hereinafter referred to as Employer, and DAVID G.
WILLIAMS,  hereinafter  referred  to as Employee, in consideration of the mutual
promised  made  herein,  agree  as  follows.

                         ARTICLE I.  TERM OF EMPLOYMENT
                         ------------------------------

                                Specified Period
                                ----------------

     Section 1.01.  Employer hereby employs Employee and Employee hereby accepts
     ------------
employment  with  Employer  for a period of sixty (60) months, beginning July 1,
1996  and  terminating  on  June  30,  2001.

                                Automatic Renewal
                                -----------------

     Section 1.02.  This agreement shall be renewed automatically for succeeding
     ------------
terms  of  two  (2)  years each unless either party gives notice to the other at
least  sixty  (60) days prior to the expiration of any term his or its intention
not  to  renew.

                            "Employment Term" Defined
                            -------------------------

     Section  1.03. As  used  herein, the phrase "employment term" refers to the
     -------------
entire  period  of  employment of Employee by Employer hereunder whether for the
period  provided above, or whether terminated earlier as hereinafter provided or
extended  by  mutual  agreement  between  Employer  and  Employee.

                 ARTICLE 2.  DUTIES AND OBLIGATIONS OF EMPLOYEE
                 ----------------------------------------------

                                 General Duties
                                 --------------

     Section 2.01.  Employee  shall  serve as the  President and Chief Executive
     -------------
Officer  of  International Humate Fertilizer, Inc.  In his capacity as President
and  Chief  Executive Officer of International Humate Fertilizer, Inc., Employee
shall  be  in charge of day to day operations for the Company, including but not
limited  to  the  hiring  and  firing,  setting  wages,  and charges for Company
services,  subject  t  all  times  to  the  policies  set by Employer's Board of
Directors,  and  to  the consent of the Board when required by the terms of this
<PAGE>
contract.  Employee  agrees  to  spend  as  much  time  on Company matters as is
necessary  to  insure  the  proper  operation  of  the  Employer.

                 Matters Requiring Consent of Board of Directors
                 -----------------------------------------------

     Section 2.02.  Employee  shall not, without specific approval of Employer's
     -------------
Board  of  Directors,  do  or  contract  to  do  any  of  the  following:

          (1)     Borrow  on  behalf  of  Employer during any one fiscal year an
amount  in  excess  of  $3,000,000.

          (2)     Permit any customer of Employer to become indebted to Employer
in  an  amount  in  excess  of  $500,000.

          (3)     Purchase  capital  equipment  for  amounts  in  excess  of the
amounts  approved  for  expenditure  by  the  Board  of  Directors.

          (4)     Sell  any  single  capital  asset  of Employer having a market
value  in excess of $1,000,000 or a total of capital assets during a fiscal year
having  a  market  value  in  excess  of  $5,000,000.

          (5)     Commit  Employer  to  the expenditure of more than $150,000 in
the  development  and  sale  of  new  products  or  services.

                         Devotion to Employer's Business
                         -------------------------------

     Section 2.03.  (a)  Employee  shall  devote  as  much  as necessary of  his
     -------------
productive  time,  ability, and attention to the business of Employer during the
     -
term  of  this  contract,  but  not  less  than is required to insure the proper
operation  of  Employer.

     (b)     This  agreement  shall not be interpreted to prohibit Employee from
making  passive  personal  investments or conducting private business affairs if
those  activities  do  not materially interfere with the services required under
this  Agreement.

                             Competitive Activities
                             ----------------------

     Section 2.04.  During  the  term  of  this  contract,  Employee shall  not,
     -------------
directly  or  indirectly,  either  as  an employee, employer, consultant, agent,
principal,  partner,  stockholder,  corporate officer, director, or in any other
<PAGE>
individual  or representative capacity, engage or participate in any undisclosed
business  that  is  in competition in any manner whatsoever with the business of
Employer.

                        Uniqueness of Employee's Services
                        ---------------------------------

     Section 2.05.  Employee  hereby represents and agrees that the  services to
     -------------
be performed under the terms of this contract are of a special, unique, unusual,
extraordinary,  and intellectual character that gives them a peculiar value, the
loss  of  which  cannot be reasonable or adequately compensated in damages in an
action  at  law.  Employee therefore expressly agrees that Employer, in addition
to  any other rights or remedies that Employer may possess, shall be entitled to
injunctive  and  other  equitable  relief  to prevent or remedy a breach of this
contract  by  Employee.

                   Identification for Negligence or Misconduct
                   -------------------------------------------

     Section 2.06.  Employee  shall  indemnify  and  hold Employer harmless from
     -------------
all  liability for loss, damage, or injury to persons or property resulting from
the  negligence  or  misconduct  of  Employee.

                                  Trade Secrets
                                  -------------

     Section 2.07.  (a)  The parties acknowledge and agree that during the term
     -------------
of  this  agreement  and in the course of the discharge of his duties hereunder,
Employee  shall have access to and become acquainted with information concerning
the  operation  of Employer, including without limitation, financial, personnel,
sales,  scientific,  trade,  and other information that is owned and licensed by
Employer  and  regularly used in the operation of Employer and regularly used in
the  operation  of  Employer's  business,  and that such information constitutes
Employer's  trade  secrets.

     (b)     Employee  specifically  agrees  that  he  shall  not  misuse,
misappropriate,  or  disclose any such trade secrets, directly or indirectly, to
any other person r use them in any way, either during the term of this agreement
or  at  any  other  time  thereafter, except as is required in the course of his
employment  hereunder.

     (c)     Employee  acknowledges and agrees that the sale or unauthorized use
or disclosure of any of Employer's trade secrets obtained by Employee during the
course  of his employment under this agreement, including information concerning
employer's  current  or  any future and proposed work, service, or products, the
facts  that  any  such  work,  services,  or  products  are  planned,  under
consideration, or in production, as well as any descriptions thereof, constitute
unfair  competition.  Employee  promises  and agrees not to engage in any unfair
competition  with  Employer,  either during the term of this agreement or at any
other  time  thereafter.
<PAGE>

     (d)     Employee  further  agrees  that  all  files,  records,  documents,
drawings,  specifications,  equipment,  and similar items relating to Employer's
business,  whether  prepared  by  Employee  or  others,  are  and  shall  remain
exclusively  the  property  of  Employer and that they shall be removed from the
premises  of  Employer only with the express prior written consent of Employer's
Board  of  Directors.

                             Use of Employee's Name
                             ----------------------

     Section 2.08.  (a)  Employer  shall  have  the  right  to  use  the name of
     -------------
Employee  as  part  of  the  trade name or trademark of Employer if it should be
deemed  advisable  to  do so.  Any trade name or trademark, of which the name of
the  Employee  is  a  part, that is adopted by Employer during the employment of
Employee  may  be  used  thereafter  by  Employer  for as long as Employer deems
advisable.

     (b)     Employee  shall not, either during the term of this agreement or at
any  time  thereafter,  use  or  permit the use of his name in the trade name or
trademark  of  any  other  enterprise  if  that other enterprise is engaged in a
business similar in any respect to that conducted by Employer, unless that trade
name  or  trademark  clearly  indicates  that the other enterprise is a separate
entity  entirely  distinct  from and not to be confused with Employer and unless
that trade name or trademark excludes any words or symbols stating or suggesting
prior  or  current  affiliation  or  connection  by that other enterprise or its
employees  with  Employer.

                       ARTICLE 3.  OBLIGATIONS OF EMPLOYER
                       -----------------------------------

                               General Description
                               -------------------

     Section 3.01.  Employer  shall  provide  Employee  with  the  compensation,
     -------------
incentives,  benefits, and business expense reimbursement specified elsewhere in
this  agreement.

     Section 3.02.  Employer  shall  provide Employee with  office space, office
     -------------
equipment,  supplies,  and other facilities and services, to Employee's position
and  adequate  for  the  performance  of  his  duties.

                      Indemnification of Losses of Employee
                      -------------------------------------
<PAGE>

     Section 3.03.  Employer  shall indemnify  Employee for all losses sustained
     -------------
by  Employee  in direct consequence of the discharge of his duties on Employer's
behalf.

                      ARTICLE 4.  COMPENSATION OF EMPLOYEE
                      ------------------------------------

                                  Annual Salary
                                  -------------

     Section 4.01.  (a)  As  compensation  for  the  services  to  be  performed
     -------------
hereunder,  Employee  shall  receive  a salary at the rate of 128,000 per annum,
payable  not  less  than  once  each  month  for  the first twelve months of the
employment  term,  150,000  per  annum  for  the  second  twelve  months  of the
employment  term,  and 175,000 per annum for the balance of the employment term.

     (b)     Employee  shall  receive  such annual increases in salary as may be
determined by Employer's Board of Directors in its sole discretion at its annual
meeting.

                      Salary Continuation During Disability
                      -------------------------------------

     Section 4.02.  If  Employee  for any reason whatsoever  becomes permanently
     -------------
disabled  so that he is unable to perform the duties prescribed herein, Employer
agrees  to  pay  Employee 50 percent of Employee's annual salary, payable in the
same  manner  as  provided for the payment of salary herein for the remainder of
the  employment  term  provided  for  herein.

                         Tax Withholding Tax Withholding
                         -------------------------------

     Section 4.03.  Employer shall have the right to deduct or withhold from the
     ------------
compensation  due  to  Employee  hereunder any and all sums required for federal
income  and Social Security taxes and all state or local taxes not applicable or
that  may  be  enacted  and  become  applicable  in  the  future.

                         Repayment of Disallowed Salary
                         ------------------------------

     Section 4.04.  In  the  event that any  portion of the compensation paid by
     -------------
Employer  to  Employee is disallowed as an income tax deduction on an income tax
return  of  Employer,  Employee agrees to immediately repay to Employer the full
amount  of  that  portion.

                                Automobile Rental
                                -----------------
<PAGE>

     Section 4.05.  Employer  will  pay Employee an allowance for  his use of an
     -------------
automobile  for  Employer's  business  in  the  amount  of  $500  per  month.


                         ARTICLE 5.  EMPLOYEE INCENTIVES
                         -------------------------------

                                  Stock Option
                                  ------------

     Section 5.01.  (a) Employer will  grant to Employee incentive stock options
     -------------
to  purchase  shares  of  common  stock of International Humate Fertilizer, Inc.
after  one  year of employment.  The specific terms and conditions governing the
grant  of  these  options  and the exercise of said options will be set forth in
more  detail  in an Employee Stock Option agreement approved by the stockholders
and  directors  of  the  company.

     (b)     These  options  may  be  assigned.

     (c)     These options may only be exercised by Employee during the terms of
his  employment  hereunder.  However,  in  the event that the employment term is
terminated  by  Employer for reasons other than cause, Employee shall retain the
right  to  exercise  any  unused  portion.

                          ARTICLE 6. EMPLOYEE BENEFITS
                          ----------------------------

                                 Annual Vacation
                                 ---------------

     Section 6.01.  Employee shall be entitled to thirty (30) days vacation time
     ------------
each year without the loss of compensation. In the event that Employee is unable
for  any  reason  to  take  the  total amount of vacation time authorized herein
during  any  year,  he  may accrue that time and add it to vacation time for any
following  year.

                                     Illness
                                     -------

     Section 6.02.  Employee  shall  be entitled  to seven (14) days per year as
     -------------
sick  leave  with  full  pay.  Sick  leave  may  be  accumulated.

                                Medical Coverage
                                ----------------

     Section 6.03.  Employer  agrees to include Employee  in the coverage of any
     -------------
medical, major medical, hospital, dental, and eye care insurance program adopted
by  Employer.
<PAGE>

                                 Life Insurance
                                 --------------

     Section 6.04.  (a) Employer agrees to obtain a life insurance policy on the
     ------------
life of Employee on the face amount of $1,000,000.00. Employer further agrees to
make  that insurance policy payable to the Employer.  Employer agrees to pay all
premiums  on  the  policy  during  the  term  of  employment  provided  herein.

     (b)     Employee  agrees  to  submit  to a physical examination at any time
requested  by Employer for the purpose of Employer's obtaining life insurance on
the  life  of  Employee  for  the  benefit  of Employer; provided, however, that
Employer  shall  bear  the  entire  cost  of  that  examination.

                            Group Term Life Insurance
                            -------------------------

     Section 6.05.  Employer  agrees  to  include  Employee   under  Employer's
     -------------
group-term  life  insurance policy on the terms and conditions stated therein or
for  an  amount  equal  to  twice  the  annual  salary of Employee and including
accidental  death  and  dismemberment  coverage.

                     Discretionary Increase In Compensation
                     --------------------------------------

     Section 6.06.  Employer shall pay Employee such additional compensation, if
     ------------
any, for services rendered under this contract, as may be determined in the sole
discretion  of  Employer's  Board  of  Directors.

                          ARTICLE 7. BUSINESS EXPENSES
                          ----------------------------

                               Use of Credit Card
                               ------------------

     Section 7.01.  All  business  expenses  reasonably incurred by Employee in
     -------------
promoting  the  business  of Employer, including expenditures for entertainment,
gifts, and travel, are to be paid for, insofar as possible, by the use of credit
cards  in  the  name  of  Employer  which  will  be  furnished  to  Employee.

     Section 7.02.  (a) Employer shall promptly reimburse Employee for all other
     ------------
reasonable  business  expenses  incurred  by  Employee  in  connection  with the
business  of  Employer.

     (b)     Each  such  expenditure  shall  be  reimbursable only if it is of a
nature  qualifying  it as a proper deduction on the federal and state income tax
return  of  Employer.
<PAGE>

     (c)     Each  such  expenditure  shall  be  reimbursable  only  if employee
furnishes  to  Employer adequate records and other documentary evidence required
by  federal  and state statutes and regulations issued by the appropriate taxing
authorities  for  the  substantiation  of each such expenditure as an income tax
deduction.

                        Repayment of Disallowed Expenses
                        --------------------------------

     Section 7.03.  In  the event that any expenses paid for Employee shall, on
     -------------
audit  or  other  examination

                      ARTICLE 8.  TERMINATION OF EMPLOYMENT
                      -------------------------------------

                              Termination for Cause
                              ---------------------

     Section 8.01.  (a) Employer reserves the right to terminate this agreement
     -------------
if  Employee  willfully  breaches  or  grossly  neglects  the duties which he is
required  to  perform under the terms of this agreement; or commits such acts of
dishonesty,  fraud,  misrepresentation or other acts of moral turpitude as would
prevent  the  effective  performance  of  his  duties.

     (b)     Employer may at its option terminate this agreement for the reasons
stated  in  this  Section  by  giving  written notice of termination to Employee
without  prejudice  to any other remedy to which Employer may be entitled either
at  law,  in  equity,  or  under  this  Agreement.

     (c)     The  notice  of  termination required by this section shall specify
the  ground  for  the  termination  and shall be supported by a statement of all
relevant  facts.

     (d)     Termination  under this section shall be considered "for cause" for
the  purposes  of  this  agreement.

                            Termination Without Cause
                            -------------------------

     Section 8.02.  (a)  This  agreement  shall be terminated upon the death of
     -------------
Employee.
<PAGE>

     (b)     Employer  reserves  the  right to terminate this agreement not less
than  six  (6)  months  after Employee suffers any physical or mental disability
that  would  prevent the performance of his duties under this agreement.  Such a
termination  shall  be  effected  by  giving thirty (30) days' written notice of
termination  to  Employee.  Termination  pursuant  to  this  provision shall not
prejudice  Employee's  rights to continued compensation pursuant to Section 4.02
of  this  agreement.

     (c)     Termination  under this Section shall not be considered "for cause"
for  the  purposes  of  this  agreement.

              Effect of Merger, Transfer of Assets, or Dissolution
              ----------------------------------------------------

     Section 8.03.  (a) This agreement shall not be terminated by any voluntary
     -------------
or  involuntary  dissolution  of  Employer  resulting  from  either  a merger or
consolidation  in  which  Employer  is  not  the  consolidated  or  surviving
corporation,  or  a  transfer  of  all  or  substantially  all  of the assets of
Employer.

     (b)     In  the  event  of  any such merger or consolidation or transfer of
assets,  Employer's  rights,  benefits,  and  obligations  hereunder  may,  at
Employee's  election,  be  assigned to the surviving or resulting corporation or
the  transferee of Employer's assets, or Employee may elect payment upon merger,
etc.  as  set  forth  in  Section  8.04  below.

     Section 8.04.  Notwithstanding any provision of this agreement, if Employer
     ------------
terminates  this  agreement  not  for cause, it shall pay the Employee an amount
equal  to one (1) year's annual salary at the then current rate of compensation.

                          ARTICLE 9. GENERAL PROVISIONS
                          -----------------------------

                                     Notices
                                     -------

     Section 9.01.  Any  notices  to  be given hereunder by either party to the
     -------------
other  shall  be  in  writing  and may be transmitted by personal delivery or by
mail,  registered  or  certified, postage prepaid with return receipt requested.
Mailed  notices  shall be addressed to the parties at the addresses appearing in
the  introductory  paragraph  of  this agreement, but each party may change that
address  by  written  notice  in accordance with this Section. Notices delivered
personally shall be deemed communicated as of the date of actual receipt; mailed
notices  shall  be  deemed  communicated  as  of five (5) days after the date of
mailing.

                                   Arbitration
                                   -----------
<PAGE>

     Section 9.02.  (a) Any controversy between Employer and Employee involving
     -------------
the  construction  or application of any of the terms, provisions, or conditions
of  this  agreement  shall  on the written request of either party served on the
other be submitted to arbitration. Arbitration shall comply with and be governed
by  the  provisions  of  the  Nevada  Arbitration  Act.

     (b)     Employer  and  Employee  shall  each appoint one person to hear and
determine the dispute. If the two persons so appointed are unable to agree, then
those persons shall select a third impartial arbitrator whose decisions shall be
final  and  conclusive  upon  both  parties.

     (c)     the  cost  of  arbitration  shall be done by the losing party or in
such  proportions  as  the  arbitrators  decide.

                            Attorney's Fees and Costs
                            -------------------------

     Section 9.03.  If any action at law or in equity is necessary to enforce or
     ------------
interpret the terms of this agreement, the prevailing party shall be entitled to
reasonable  attorney's  fees,  costs, and necessary disbursements in addition to
any  other  relief  to which that party may be entitled. This provision shall be
construed  as  applicable  to  the  entire  contract.

                                Entire Agreement
                                ----------------

     Section 9.04.  This  agreement  supersedes  any  and all other agreements,
     -------------
either  oral  or  in  writing  between  the  parties  hereto with respect to the
employment  of  Employee  by  Employer  and  contains  all  of the covenants and
agreements  between  the  parties  with respect to that employment in any manner
whatsoever.  Each  party  to this agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by any
party,  or anyone acting on behalf of any party, which are not embodied, herein,
and  that  no  other  agreement,  statement,  or  promise  not contained in this
agreement  shall  be  valid  or  binding  on  either  party.

                                  Modification
                                  ------------

     Section 9.05.  Any modification of this agreement will be effective only if
     ------------
it  is  in  writing  and  signed  by  the  party  to  be  charged.

                                Effect of Waiver
                                ----------------

     Section 9.06.  The  failure of either party to insist on strict compliance
     -------------
with  any  of the terms, covenants, or conditions of this agreement by the other
<PAGE>
party  shall  not  be  deemed a waiver of that term, covenant, or condition, nor
shall  any  waiver  or  relinquishment  of any right or power at any one time or
times be deemed a waiver or relinquishment of that right or power for all or any
other  time.

                               Partial Invalidity
                               ------------------

     Section 9.07.  If  any  provision  in  this  agreement is held by court of
     -----------
competent  jurisdiction  to  be  invalid,  void, or unenforceable, the remaining
provisions  shall  nevertheless continue in full force without being impaired or
invalidated  in  any  way.

                             Law Governing Agreement
                             -----------------------

     Section 9.08.  This  agreement  shall  be  governed  by  and  construed in
     -----------
accordance  with  the  laws  of  the  State  of  Nevada.
     --

                           Sums Due Deceased Employee
                           --------------------------

     Section 9.09.  If Employee dies prior to the expiration of the term of his
     -------------
employment, any sums that may be due him from Employment under this agreement as
of  the  date  of  death  shall be paid to Employee's executors, administrators,
heirs,  personal  representatives,  successors,  and  assigns.

Executed  on  July  1,  1996  at  Katy,  Texas

EMPLOYER:  International  Humate  Fertilizer,  Co.

By:  /s/     J.D. Rottweiler
     ------------------------

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


EMPLOYEE:  David G. Williams

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