<PAGE>




                                                                    Exhibit 10.1



                            STOCK PURCHASE AGREEMENT
                            Dated as of July 1, 2003
                                      From
             The Shareholders of Humana Trans Services Holding Corp.
                                       To
                            Steam Cleaning USA, Inc.





<PAGE>





                            STOCK PURCHASE AGREEMENT


         Stock  Purchase  Agreement,  dated  as of July  1,  2003,  between  the
shareholders of Humana Trans Services Holding Corp.,  (individually "Seller" and
collectively  "Sellers")  and Steam  Cleaning  USA,  Inc., a company  formed and
existing under the laws of the State of Delaware (the "Purchaser").

                                    RECITALS

         WHEREAS,  the shareholders of Humana Trans Services Holding Corp., (the
"Company")  desire to sell their  shares of the  Company to the  Purchaser,  for
shares of common stock of the Purchaser  (Sellers' shares of common stock of the
Company are hereinafter referred to as the "Shares"); and

         WHEREAS,  Steam  Cleaning  USA,  Inc.,  the  Purchaser,  has offered to
purchase all of the Shares.

         NOW  THEREFORE,   in   consideration   of  the  mutual   covenants  and
undertakings and other good and valuable consideration,  the receipt of which is
hereby acknowledged, the parties, intending to be bound, agree as follows:


                                   ARTICLE I
                       PURCHASE, SALE AND TERMS OF SHARES

         1.1.     Purchase  and Sale.  The Sellers  agree to sell and  Purchaser
                  agrees to purchase  all but not less than all of the Shares on
                  the terms and subject to the conditions hereinafter set forth.
                  Currently the Company has 1,000 shares issued and outstanding,
                  which shall be exchanged  for a total of  6,000,000  shares of
                  common  stock of  Purchaser,  in the  amounts  as set forth on
                  Exhibit A  hereto,  to be issued  after the  proposed  reverse
                  split of the  shares of common  stock of the  Purchaser  in an
                  amount of 8 old shares for 1 new share.

         1.2.     Terms.  The purchase  price for all of the Shares is 6,000,000
                  shares  of  common  stock  of the  Purchaser,  subject  to the
                  restrictions  of  Rule  144 of  the  Securities  and  Exchange
                  Commission.

         1.3.     The  Closing.  Closing.  The  Closing  shall take place at the
                  offices of the Seller,  7466 New Ridge Road, Suite 7, Hanover,
                  Maryland 21076 on July 1, 2003, (the "Closing Date"),  or such
                  other date and place as the parties shall agree to in writing.



<PAGE>

         1.4.     Representations  by the  Purchaser.  The  Purchaser  makes the
                  following representations and warranties to the Company:

                  A.       Access to Information  The  Purchaser,  in making the
                           decision to purchase the Shares,  has relied upon the
                           representations  and  warranties  contained  in  this
                           Agreement as well as independent  investigations made
                           by it and/or its representatives, if any.

                  B.       Sophistication  and Knowledge.  The Purchaser  and/or
                           its representatives has such knowledge and experience
                           in  financial  and  business   matters  that  it  can
                           represent  itself and is capable  of  evaluating  the
                           merits and risks of the purchase of the Shares.

                  C.       Authority.  The Purchaser has full right and power to
                           enter into and perform pursuant to this Agreement and
                           make an investment in the Company, and this Agreement
                           constitutes the Purchaser's valid and legally binding
                           obligation, enforceable in accordance with its terms.
                           The  Purchaser  is  authorized   and  otherwise  duly
                           qualified  to  purchase  and hold the  Shares  and to
                           enter into this Agreement.

                  D.       Brokers or Finders.  No person has or will have, as a
                           result  of  the  transactions  contemplated  by  this
                           Agreement, any right, interest or valid claim against
                           or upon the Company for any commission,  fee or other
                           compensation as a finder or broker because of any act
                           or  omission  by  such  Purchaser  or its  respective
                           agents.


                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS
                              REGARDING THE COMPANY

         Each  Seller,  severally,   makes  the  following  representations  and
warranties to Purchaser as of the date hereof and as of the Closing Date, unless
a different date is specifically provided herein.

         2.1.     Organization   and   Standing.   The  Company  has  been  duly
                  incorporated  and is  validly  existing  and in good  standing
                  under the laws of the State of Delaware and has the  requisite
                  corporate power and authority  necessary to own its properties
                  and to  conduct  its  business  as  presently  conducted.  The
                  Company is duly  qualified  to transact  business as a foreign
                  corporation  and is in good standing in every




                                       2
<PAGE>


                  jurisdiction  in which the failure to so qualify  would have a
                  material   adverse  effect  on  the  operations  or  financial
                  condition of the Company.

         2.2.     Subsidiaries.  The  Company  has  subsidiaries  consisting  of
                  Humana Trans Services Group, Ltd.,  Skilled  tradesman,  Inc.,
                  Waste Remediation Systems, Inc. and Bio Solutions of Maryland.

         2.3.     Capitalization.  The total  authorized  capital of the Company
                  consists  of  20,000,000  shares  of Common  Stock,  par value
                  $.0001 per share, and 5,000,000 shares of preferred stock, par
                  value   $.0001  per  share  of  which  1,000  are  issued  and
                  outstanding. All shares bear a restrictive legend.

         2.4.     Shareholders.  Exhibit A attached hereto  accurately and fully
                  reflects   the  name  and  number  of  shares  owned  by  each
                  shareholder  of the  Company  ("Shareholders")  as of the date
                  hereof and whether said shares are subject to any  restriction
                  on transferability.  The shares of common stock of the Company
                  issued to the persons and  companies  identified  in Exhibit A
                  were  lawfully  and  properly  cancelled  and  returned to the
                  treasury. No individual or company identified in Exhibit A has
                  any claim  against  the  Company  regarding  the  issuance  or
                  cancellation of shares of common stock of the Company.

         2.5.     Options and Rights.  There are no  outstanding  subscriptions,
                  options, warrants, rights, securities, contracts, commitments,
                  understandings  or  arrangements  under  which the  Company is
                  bound or  obligated  to issue  any  additional  shares  of its
                  capital  stock or rights  to  purchase  shares of its  capital
                  stock (collectively, "Options").

         2.6.     Financial  Statements.  The audited balance sheets as June 30,
                  2003 of the  Company  are  attached  hereto as  Exhibit B, and
                  fairly present the financial position of the Company as at the
                  dates and for the periods indicated.

         2.7.     Absence of  Liabilities.  Except as set forth in the Financial
                  Statements,   the  Company   has  no   material   liabilities,
                  contingent  or  otherwise,  other  than  (i)  obligations  not
                  required under generally accepted accounting  principles to be
                  reflected in the Financial Statements and (ii) as disclosed on
                  Schedule 2.7 hereto.

         2.8.     Absence  of  Changes.  Except  as set  forth on  Schedule  2.8
                  hereto,  the Company has  conducted  its business  only in the
                  ordinary  course of business  and there has not been:  (a) any
                  material  adverse  change;  (b) any amendment or change in the
                  Company's  authorized or issued capital stock,  or Articles of
                  Incorporation;  (c) any declaration,  setting aside or payment
                  of any  dividend or  distribution  (whether in cash,  stock or
                  property) in respect of, the capital stock of the Company, any
                  purchase, retirement,  redemption or other acquisition of, any
                  grant of any



                                       3
<PAGE>

                  stock option, warrant or other right to purchase shares of, or
                  the grant of any  registration  rights  with  respect  to, the
                  capital  stock of the  Company;  (d) any  cancellation  of, or
                  agreement to cancel any  indebtedness  or obligation  owing to
                  the Company; (e) any amendment, modification or termination of
                  any existing  permits or  contracts,  or entering into any new
                  Contract or plan  relating to any  salary,  bonus,  insurance,
                  pension,  health or other employee welfare or benefit plan for
                  or with any directors,  officers,  employees or consultants of
                  the Company;  (f) any entry into any material  Contract by the
                  Company not in the  ordinary  course of  business,  including,
                  without  limitation,   relating  to  any  borrowing,   capital
                  expenditure  or the sale or purchase of any property,  rights,
                  or assets or any options or similar agreements with respect to
                  the  foregoing;  (g) any  disposition  by the  Company  of any
                  material asset; or (h) any change by the Company in accounting
                  methods or principles.

         2.9.     Litigation.   There  is  no  action,   suit,   proceeding   or
                  investigation  pending  or,  to  the  Sellers'  knowledge,  is
                  currently threatened, against the Company, except as described
                  on Schedule 2.9 to this  Agreement.  The Sellers are not aware
                  of any basis  for any of the  foregoing  or any  intent on its
                  part to initiate any of the foregoing.

         2.10.    Consents;  Contracts.  No consent of any party to any contract
                  or from any  authority  is  required  in  connection  with the
                  execution,  delivery or performance of this Agreement,  or the
                  consummation of the transactions  contemplated hereby,  except
                  for such  consents  that are  obtained,  in form and substance
                  reasonably acceptable to Purchaser, and delivered to Purchaser
                  at the Closing. Each material Contract to which the Company is
                  a  party  is in  full  force  and  effect  and  is  valid  and
                  enforceable  in  accordance  with its terms.  The  Company has
                  performed in all material respects all obligations required to
                  be  performed  by it and (i) is not in default in any  respect
                  under or in breach of, and (ii) is not in receipt of any claim
                  of default or breach under any material Contract. No event has
                  occurred  which  with the  passage  of time or the  giving  of
                  notice or both would  result in a default,  breach or event of
                  non-compliance  under  any  material  Contract  to  which  the
                  Company  is  subject   (including   without   limitation   all
                  performance bonds, warranty obligations or otherwise).

         2.11.    Taxes.  The  Company  has  paid all  taxes  due as of the date
                  hereof. The Company has timely filed or has obtained presently
                  effective  extensions  with  respect  to all  Federal,  state,
                  county,  local and  foreign tax  returns  (collectively,  "Tax
                  Returns")  that the  Company  are  required  to file.  The Tax
                  Returns are true and correct and all taxes shown thereon to be
                  due have been timely paid,  with any  exceptions  permitted by
                  any taxing authority not having a materially adverse effect on
                  the Company.  No penalties or other charges are or will become
                  due with  respect to any such Tax Returns as the result of the
                  late   filing   thereof.   The  Company  has  either  paid  or
                  established in the Financial  Statements adequate reserves for


                                       4
<PAGE>

                  the  payment of all such taxes due or claimed to be due by any
                  taxing authority in connection with any such Tax Returns. None
                  of the Company's  federal income tax returns have been audited
                  by the  Internal  Revenue  Service,  and no  controversy  with
                  respect to taxes of any type is pending  or, to the  knowledge
                  of the  Company,  threatened.  The  Company  has  withheld  or
                  collected  from each payment made to its  employees the amount
                  of all taxes  required to be withheld or  collected  therefrom
                  and has  paid  all  such  amounts  to the  appropriate  taxing
                  authorities  when  due.  Neither  the  Company  nor any of its
                  stockholders  has  ever  filed  (i) an  election  pursuant  to
                  Section 1362 of the Internal  Revenue Code of 1986, as amended
                  (the "Code"),  that the Company be taxed as an S  Corporation,
                  or (ii) a  consent  pursuant  to  Section  341(f)  of the Code
                  relating to  collapsible  corporations.  The Company  intends,
                  pursuant to Section  368(a)1)(b) of the Internal  Revenue Code
                  that this AGREEMENT  refers to a transaction that qualifies as
                  a tax free event and is solely based on the reorganization and
                  exchange of the voting stock of the acquiring corporation.

         2.12.    Compliance.   The  Company  has,  in  all  material  respects,
                  complied with all laws,  regulations and orders  applicable to
                  their  business  and have all  material  permits and  licenses
                  required  thereby.  There  is no  term  or  provision  of  any
                  material   mortgage,   indenture,   contract,   agreement   or
                  instrument  to which the  Company is a party or by which it is
                  bound, or, to the best of the Sellers' knowledge, of any state
                  or  Federal  judgment,   decree,   order,   statute,  rule  or
                  regulation  applicable  to or binding  upon the  Company  that
                  materially   adversely   affects  the   business,   prospects,
                  condition,  affairs or operations of the Company or any of its
                  properties or assets. To the Sellers'  knowledge,  no employee
                  of the  Company is in  violation  of any  contract or covenant
                  (either with the Company or with another  entity)  relating to
                  employment,  patent, other proprietary information disclosure,
                  non-competition, or non-solicitation.

         2.13.    Books and Records. The books of account, ledgers, order books,
                  records and documents of the Company accurately and completely
                  reflect all material  information  relating to the business of
                  the Company,  the location and  collection of its assets,  and
                  the nature of all transactions  giving rise to the obligations
                  or accounts receivable of the Company.

         2.14.    Brokers  or  Finders.  The  Company  has not  agreed to incur,
                  directly  or  indirectly,   any  liability  for  brokerage  or
                  finders' fees, agents' commissions or other similar charges in
                  connection  with  this  Agreement  or any of the  transactions
                  contemplated hereby or thereby.

         2.15.    Disclosures.  The Sellers and the Company  have  provided  the
                  Purchaser with all  information  requested by the Purchaser in
                  connection with their decision to purchase the Shares. Neither
                  this   Agreement,   any  Exhibit   hereto,   nor  any  report,


                                       5
<PAGE>

                  certificate  or  instrument  furnished to the Purchaser or its
                  agents in connection  with the  transactions  contemplated  by
                  this Agreement,  when read together,  contains or will contain
                  any material misstatement of fact or omits to state a material
                  fact  necessary  to make the  statements  contained  herein or
                  therein not misleading.




                                       6
<PAGE>

                                  ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         Each Seller,  individually,  and not jointly and  severally,  makes the
following  representations and warranties to Purchaser as of the date hereof and
as of the Closing Date, unless a different date is specifically provided herein.

         3.1      Authorization.  Each  Seller has full legal  right,  power and
                  capacity   to  enter  into  this   Agreement   and  all  other
                  agreements,    documents,    instruments   and    certificates
                  contemplated  herein  or  related  hereto   (collectively  the
                  "Transaction  Documents")  and perform his or her  obligations
                  hereunder and thereunder.  Upon execution and delivery of this
                  Agreement by the parties  hereto and thereto,  this  Agreement
                  shall  constitute the legal,  valid and binding  obligation of
                  each Seller, enforceable against him or her in accordance with
                  their  respective  terms,  except  as  enforceability  may  be
                  limited by bankruptcy, insolvency, reorganization,  moratorium
                  or other similar laws  affecting the  enforcement  of creditor
                  rights generally and by general equitable principles.

         3.2      Title. Each Seller (a) is the sole record and beneficial owner
                  of the Shares set forth it the above  recitals,  which recital
                  is  incorporated  herein,  free  and  clear  of all  liens  or
                  encumbrances,  save as disclosed in this Agreement and (b) has
                  sole managerial and dispositive authority with respect to such
                  Shares.  All proxies  granted  with  respect to such  Seller's
                  Shares have been validly revoked.  Upon delivery to Sellers by
                  Purchaser  of the Purchase  Price at the Closing,  each Seller
                  will convey their  respective  Shares,  and Purchaser will own
                  and hold,  good and marketable  title to the Shares,  free and
                  clear of any and all  liens  or  contractual  restrictions  or
                  limitations whatsoever.

         3.3      Authorization.  Each Seller has complied  with all  applicable
                  regulations  and  orders  in  connection  with the  execution,
                  delivery  and   performance   of  this   Agreement,   and  the
                  transactions  contemplated hereby and thereby.  Each Seller is
                  not  required to submit any notice,  report,  or other  filing
                  with  any  governmental  authority  in  connection  with  such
                  Seller's  execution  or  delivery of this  Agreement,  nor the
                  consummation  of  the  transactions  contemplated  hereby.  No
                  authorization,  consent,  approval,  exemption  or  notice  is
                  required to be obtained by such Seller in connection  with the
                  execution, delivery, and performance of this Agreement and the
                  transactions contemplated hereby.




                                       7
<PAGE>

                                   ARTICLE IV
                               CLOSING DELIVERIES

         4.1      Deliveries by Purchaser.  Purchaser shall deliver the Purchase
                  Price by delivery of the Purchase Shares as set forth herein.

         4.2      Deliveries  by  Sellers.  At the  Closing,  in addition to any
                  other  documents or agreements  required under this Agreement,
                  Sellers shall deliver to Purchaser the following:

                  a.       Certificates,   in  genuine   and   unaltered   form,
                           representing  all of the Shares owned by each Seller,
                           free and clear of all Liens,  duly  endorsed in blank
                           or accompanied by duly executed stock powers endorsed
                           in blank, for transfer to Purchaser.

                  b.       A  letter  from  the  President  confirming  that the
                           Articles of Incorporation of the Company,  as amended
                           and restated are  up-to-date  and correct and that he
                           has  applied  for a  Certificate  from  the  Delaware
                           Secretary of State;

                  c.       A  letter  from  the  President  confirming  that the
                           Company is in good  standing  and that he has applied
                           for a Certificate  of Good Standing from the Delaware
                           Secretary of State;

                  d.       The  opinion of counsel  for the  Company in form and
                           substance  acceptable to the Purchaser  regarding the
                           tradability  of the  unrestricted  shares  of  common
                           stock issued by the Company.

                  e.       Corporate  Minute  Book  containing  all  minutes  of
                           meetings of the  Corporations  Shareholders and Board
                           of  Directors  as well as any  actions  taken  by the
                           Shareholders of Board of Directors without a meeting.

                  f.       Tax and accounting  records of the  Corporation  from
                           inception.

                  g.       The  original   Articles  of  Incorporation  and  any
                           amendments   to  the   Articles   as   well   as  the
                           corporation's bylaws.

                  h.       Such  other  agreements,  documents  and  instruments
                           reasonably  requested by Purchaser to effectuate  the
                           transactions contemplated in this Agreement.


                                   ARTICLE V
                       SURVIVAL OF TERMS; INDEMNIFICATION

         5.1      Survival;  Knowledge.  All of the terms and conditions of this
                  Agreement,  together with the representations,  warranties and
                  covenants  contained  herein or in any  instrument or document
                  delivered or to be delivered pursuant to this Agreement, shall
                  survive  the  execution  of this  Agreement  and  the  Closing
                  notwithstanding any investigation heretofore or hereafter made
                  by or on behalf of any party hereto;



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<PAGE>

                  provided,  however,  that (i) the agreements and covenants set
                  forth in this  Agreement  shall survive and continue until all
                  obligations  set forth therein  shall have been  performed and
                  satisfied;  and (ii) all  representations and warranties shall
                  survive  and  continue  until  eighteen  (18)  months from the
                  Closing   Date   (the   "Anniversary   Date"),    except   for
                  representations   and   warranties   for  which  a  claim  for
                  indemnification  hereunder (an "Indemnification  Claim") shall
                  be pending as of the  Anniversary  Date,  in which  event such
                  representations  and warranties  shall survive with respect to
                  such   Indemnification   Claim  until  the  final  disposition
                  thereof.

         5.2      Indemnification  by Seller.  Each  Seller  shall,  jointly and
                  severally,  indemnify,  defend and hold harmless Purchaser and
                  each  of the  officers,  directors,  employees,  shareholders,
                  attorneys,  accountants,  partners,  representatives,  agents,
                  successors  and assigns of the  foregoing  (each an "Purchaser
                  Indemnified   Party"   and   collectively,    the   "Purchaser
                  Indemnified  Parties"),  at all  times  after the date of this
                  Agreement, from and against any liabilities,  damages, losses,
                  claims,   liens,  costs,  or  expenses  (including  reasonable
                  attorney's  fees) of any nature  (any or all of the  foregoing
                  are hereinafter  referred to as a "Loss") insofar as a Loss or
                  any  action  in  respect  thereof,  whether  now  existing  or
                  accruing  prior to or subsequent to the Closing,  which arises
                  out  of or is  based  on  any  misrepresentation  (or  alleged
                  misrepresentation),  breach (or alleged  breach) of any of the
                  warranties,  representations  or covenants  made by Sellers or
                  either  of  them,  in this  Agreement  or in any  certificate,
                  schedule,  document  attached hereto or delivered  pursuant to
                  this Agreement

         5.3      Indemnification  by  Purchaser.   Purchaser  shall  indemnify,
                  defend  and  hold   harmless  each  Seller  and  each  of  the
                  representatives, agents, successors and assigns of such Seller
                  (each a  "Seller  Indemnified  Party"  and  collectively,  the
                  "Seller Indemnified Parties"),  at all times after the date of
                  this  agreement,  from and against any  liabilities,  damages,
                  losses,   claims,   liens,   costs,  or  expenses   (including
                  reasonable  attorney's  fees) of any nature (any or all of the
                  foregoing are hereinafter  referred to as a "Loss") insofar as
                  a Loss or any action in respect thereof,  whether now existing
                  or  accruing  prior to or  subsequent  to the  Closing,  which
                  arises out of or is based on any misrepresentation (or alleged
                  misrepresentation),  breach (or alleged  breach) of any of the
                  warranties,  representations or covenants made by Purchaser in
                  this  Agreement  or in  any  certificate,  schedule,  document
                  attached hereto or delivered pursuant to this Agreement

         5.4      Third  Party  Claims.  Except as  otherwise  provided  in this
                  Agreement,  the following  procedures shall be applicable with
                  respect to indemnification for third party claims ("Claims").



                                       9
<PAGE>

                  a.       Promptly   after   receipt   by  the  party   seeking
                           indemnification hereunder (hereinafter referred to as
                           the  "Indemnitee")  of notice of the  commencement of
                           any (a) tax audit or proceeding for the assessment of
                           Tax by any taxing  authority or any other  proceeding
                           likely to result in the imposition of a Tax liability
                           or obligation,  or (b) any action or the assertion of
                           any Claim,  liability or  obligation by a third party
                           (whether  by legal  process  or  otherwise),  against
                           which Claim,  liability or obligation the other party
                           to this Agreement  (hereinafter the "Indemnitor") is,
                           or may be, required under this Agreement to indemnify
                           such  Indemnitee,  the  Indemnitee  will,  if a Claim
                           thereon  is to  be,  or  may  be,  made  against  the
                           Indemnitor,  notify the  Indemnitor in writing of the
                           commencement  or  assertion   thereof  and  give  the
                           Indemnitor  a copy of  such  Claim,  process  and all
                           legal pleadings.  The Indemnitor shall have the right
                           to participate in the defense of such with counsel of
                           reputable  standing.  The  Indemnitor  shall have the
                           right to assume  the  defense of such  action  unless
                           such  action (i) may result in  injunctions  or other
                           equitable  remedies in respect of the  Indemnitee  or
                           its business;  (ii) may result in liabilities  which,
                           taken  with  other then  existing  Claims  under this
                           Article V, would not be fully indemnified  hereunder;
                           or (iii) may have an adverse  impact on the  business
                           or financial  condition of the  Indemnitee  after the
                           Closing  Date   (including   an  effect  on  the  Tax
                           liabilities,    earnings    or    ongoing    business
                           relationships of the Indemnitee).  The Indemnitor and
                           the Indemnitee shall cooperate in the defense of such
                           Claims.  In the case that the Indemnitor shall assume
                           or   participate   in  the  defense  of  such  audit,
                           assessment or other  proceeding  as provided  herein,
                           the Indemnitee shall make available to the Indemnitor
                           all  relevant  records and take such other action and
                           sign such  documents as are  necessary to defend such
                           audit,  assessment  or other  proceeding  in a timely
                           manner.

                  b.       Upon   judgment,    determination,    settlement   or
                           compromise of any third party Claim,  the  Indemnitor
                           shall  pay  promptly  on  behalf  of the  Indemnitee,
                           and/or  to the  Indemnitee  in  reimbursement  of any
                           amount  theretofore  required  to be paid by it,  the
                           amount  so  determined  by  judgment,  determination,
                           settlement  or  compromise,  unless  in the case of a
                           judgment  an appeal is made from the  judgment,  plus
                           all  other  Claims  of the  Indemnitee  with  respect
                           thereto  (including legal fees and expenses).  If the
                           Indemnitor   desires   to  appeal   from  an  adverse
                           judgment,  then the Indemnitor shall post and pay the
                           cost of the security or bond to stay execution of the
                           judgment pending appeal.  Upon the payment in full by
                           the Indemnitor of such amounts,  the Indemnitor shall
                           succeed  to the  rights  of such  Indemnitee,  to the
                           extent not waived in  settlement,  against  the third
                           party who made such third party Claim.



                                       10
<PAGE>

                  c.       Prior to paying or settling any Claim  against  which
                           an  Indemnitor  is, or may be,  obligated  under this
                           Agreement to indemnify an Indemnitee,  the Indemnitee
                           must  first  supply the  Indemnitor  with a copy of a
                           final court judgment or decree holding the Indemnitee
                           liable on such  claim or  failing  such  judgment  or
                           decree,  and must first receive the written  approval
                           of the terms and conditions of such  settlement  from
                           the Indemnitor. An Indemnitor shall have the right to
                           settle  any  Claim  against  it or as to which it has
                           assumed  the  defense,  subject to the prior  written
                           approval of the Indemnitee,  which approval shall not
                           be   unreasonably   withheld   provided   that   such
                           settlement  involves  only the payment of a fixed sum
                           which the Indemnitor is obligated to pay and does not
                           include  any  admission  of  liability  or other such
                           similar  admissions by or related to Indemnitee  with
                           respect to such Claim.

                  d.       An Indemnitee  shall have the right to employ its own
                           counsel  in any case,  but the fees and  expenses  of
                           such   counsel   shall  be  at  the  expense  of  the
                           Indemnitee unless: (i) the employment of such counsel
                           shall  have  been   authorized   in  writing  by  the
                           Indemnitor  in  connection  with the  defense of such
                           action or Claim;  (ii) the Indemnitor  shall not have
                           employed,  or is  prohibited  under this  Section 5.4
                           from employing, counsel in the defense of such action
                           or  Claim;  or  (iii)  such  Indemnitee   shall  have
                           reasonably  concluded  that  there  may  be  defenses
                           available   to  it  which   are   contrary   to,   or
                           inconsistent with, those available to the Indemnitor,
                           in any of which  events such fees and expenses of not
                           more than one additional  counsel for the indemnified
                           parties shall be borne by the Indemnitor.


                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1.     No  Waiver;  Cumulative  Remedies.  No failure or delay on the
                  part of any party to this  Agreement in exercising  any right,
                  power or remedy  hereunder  shall operate as a waiver thereof;
                  nor shall any single or partial  exercise  of any such  right,
                  power or remedy preclude any other or further exercise thereof
                  or the exercise of any other right, power or remedy hereunder.
                  The remedies  herein provided are cumulative and not exclusive
                  of any remedies provided by law.

         6.2.     Amendments,   Waivers  and  Consents.  Any  provision  in  the
                  Agreement  to the  contrary  notwithstanding,  and  except  as
                  hereinafter provided, changes in, termination or amendments of
                  or additions to this  Agreement  may be made,  and  compliance
                  with any covenant or provision set forth herein may be omitted
                  or waived,  if the Sellers  shall  obtain  consent  thereto in
                  writing from the Purchaser. Any waiver or consent may be given
                  subject to satisfaction  of conditions  stated therein and any
                  waiver or  consent  shall be  effective  only in the  specific
                  instance and for the specific purpose for which given.



                                       11
<PAGE>

         6.3.     Addresses  for  Notices.  All notices,  requests,  demands and
                  other  communications  provided  for  hereunder  shall  be  in
                  writing  (including  telegraphic  communication)  and  mailed,
                  telegraphed  or  delivered  to each  applicable  party  at the
                  address  set forth on  Schedule  6.3  hereto or at such  other
                  address as to which such party may inform the other parties in
                  writing in compliance with the terms of this Article. All such
                  notices,  requests,  demands and other communications shall be
                  considered to be effective when delivered.

         6.4.     Costs,  Expenses  and  Taxes.  All  parties  to bear their own
                  expenses.

         6.5.     Effectiveness;  Binding  Effect;  Assignment.  This  Agreement
                  shall be binding  upon and inure to the benefit of the Sellers
                  and  each  of  them,   the  Purchaser  and  their   respective
                  successors  and assigns;  provided,  that, the Sellers may not
                  assign any of its rights or  obligations  under this Agreement
                  without the prior written consent of the Purchaser.

         6.6.     Prior  Agreements.  The  Transaction  Documents  executed  and
                  delivered  in  connection   herewith   constitute  the  entire
                  agreement   between  the  parties  and   supersede  any  prior
                  understandings  or agreements  concerning  the subject  matter
                  hereof.

         6.7.     Severability.  The provisions of the Transaction Documents are
                  severable  and,  in the  event  that any  court  of  competent
                  jurisdiction  shall  determine  that  any  one or  more of the
                  provisions or part of a provision contained therein shall, for
                  any reason, be held to be invalid, illegal or unenforceable in
                  any respect,  such invalidity,  illegality or unenforceability
                  shall not affect any other provision or part of a provision of
                  such  Transaction  Document  and the  terms  thereof  shall be
                  reformed  and  construed  as if such  invalid  or  illegal  or
                  unenforceable  provision,  or part of a  provision,  had never
                  been contained herein, and such provisions or part reformed so
                  that it would be valid,  legal and  enforceable to the maximum
                  extent possible.


         6.8.     Governing Law; Venue.


                  A.       This  Agreement  shall  be  enforced,   governed  and
                           construed  in  accordance  with the laws the State of
                           New York or federal  securities law where  applicable
                           without giving effect to choice of laws principles or
                           conflict of laws provisions.

                  B.       Sellers  and  Purchaser   hereby  jointly  waive  one
                           against  the other,  and agree not to assert  against
                           either of them, or any successor assignee thereof, by



                                       12
<PAGE>


                           way of motion,  as a defense,  or  otherwise,  in any
                           such suit,  action or proceeding,  (i) any claim that
                           any Seller or the Purchaser is not personally subject
                           to the  jurisdiction of the  arbitrator,  and (ii) to
                           the extent  permitted  by  applicable  law, any claim
                           that such suit, action or proceeding is brought in an
                           inconvenient  forum  or that  the  venue  of any such
                           suit,  action or  proceeding is improper or that this
                           Agreement may not be enforced in or by such courts

         6.9.     Headings.  Article,  section and  subsection  headings in this
                  Agreement  are included  herein for  convenience  of reference
                  only and shall not constitute a part of this Agreement for any
                  other purpose.

         6.10.    Survival    of    Representations    and    Warranties.    All
                  representations   and  warranties   made  in  the  Transaction
                  Documents  or any other  instrument  or document  delivered in
                  connection therewith, shall survive the execution and delivery
                  hereof or thereof.

         6.11.    Counterparts.  This Agreement may be executed in any number of
                  counterparts, all of which taken together shall constitute one
                  and the same  instrument,  and any of the  parties  hereto may
                  execute this Agreement by signing any such counterpart.

         6.12.    Further Assurances. From and after the date of this Agreement,
                  upon the request of the Purchaser or the Company,  the Company
                  and the Purchaser shall execute and deliver such  instruments,
                  documents and other writings as may be reasonably necessary or
                  desirable to confirm and carry out and to effectuate fully the
                  intent  and  purposes  of the  Transaction  Documents  and the
                  Shares.



                     [Rest of Page Intentionally Left Blank]



                      [Signature Page of Agreement Follows]




                                       13
<PAGE>




         IN WITNESS WHEREOF,  the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first above written.

Steam Cleaning USA, Inc.

BY:
   -----------------------------------------


Shareholders of Humana Trans Services Holding Corp.

------------------------------
James W. Zimbler

------------------------------
John A. Daley

------------------------------
Michael S. Krome

-------------------------------
George L. Riggs, III

-------------------------------
Anthony B. Mazzone

-------------------------------
Ron Shapss

--------------------------------
Mike Boyle


New Century Capital Consultants, Inc.


--------------------------------            ------------------------------
By:                                         Rick Holland


--------------------------------            -------------------------------
Augusta Sopienza                            Kenneth C. Parsteck


--------------------------------            -------------------------------
Shannon Strong                              Candice




                                       14
<PAGE>




EXHIBIT A


Shareholders of Humana Trans Services Holding Corp.


James W. Zimbler                                   1,700,000

John Daley                                           700,000

George L. Riggs, III                                 300,000

Michael S. Krome                                     300,000

Anthony B. Mazzone                                   350,000

Ron Shapss                                           200,000

Mike Boyle                                           200,000

New Century Capital Consultants, Inc.                400,000

Rick Holland                                         700,000

Augusta Sopienza                                     250,000

Shannon Strong                                       100,000

Candice McDonald                                     50,000

Kenneth C. Parsteck                                  75,000



                                       15
<PAGE>

EXHIBIT B


                            FINANCIAL STATEMENT AS OF
                                  June 30, 2003






TO BE PROVIDED