CONSULTING AGREEMENT

1.  PARTIES.

     1.1. This  Consulting Agreement (this "Agreement") is made and entered into
effective  as  of  November 16, 2001, by and between Humatech, Inc., an Illinois
corporation,  (the  "Company"),  whose  address  is  1718  Fry  Road, Suite 450,
Houston, Texas 77084 and Marc Barhonovich, a natural person, (the "Consultant"),
whose  address  is  3837  North  Dale  Blvd.,  Suite  194, Tampa, Florida 33624.

2.  RECITALS.

     2.1. This  Agreement  is  made  with  reference to the  following facts and
circumstances.

          (a)  The  Company  wishes  to engage the services of the Consultant to
advise and consult with the Company on certain business and financial matters as
set  forth  in  this  Agreement.

          (b)  The Consultant is willing to accept such engagement, on the terms
set  forth  in  this  Agreement.

     2.2. In  consideration  of  the  premises, and  for other good and valuable
consideration,  the receipt of which is hereby acknowledged, the Company and the
Consultant  agree  as  follows.

3.  ENGAGEMENT.

     3.1. The  Company  hereby  engages  the  services of  the Consultant, as an
independent  contractor,  for a period of one year beginning on the date hereof,
and  ending  one  year  from  and  after  the  date hereof (the "Term"), and the
Consultant hereby accepts such engagement, for the purposes set forth in section
3.2.  below.

     3.2. The  scope  of  the  services  to be rendered by the Consultant to the
Company  are  and  are  limited  to  the  following:

          (a)  The  Consultant  shall,  from  time  to  time  as the Company may
request,  advise and consult with the Company's board of directors and executive
officers  regarding  (i)  the  Company's  merger  and  acquisition  strategies,
including  the  evaluation  of  targets and the structuring of transactions; and
(ii)  the  Company's business development activities, including major geographic
and  service  expansion  plans.

          (b)  The  Consultant  shall  devote such time to this engagement as is
reasonably  necessary,  but  the  Consultant  need  not  devote his full time or
attention  to  the  engagement.  The  Company recognizes that the Consultant has
numerous  clients  and  engagements,  and that this engagement is not exclusive.

          (c)  The  services  need  not be rendered at the Company's offices and
may  be  rendered  by telephonic communication; provided, however, that upon the
Company's  request and reasonable notice, the Consultant will attend meetings of
the  Company's  board  of  directors  and  executive officers for the purpose of
advising  and  consulting  with them with respect to matters within the scope of
this  engagement.

          (d)  Anything  in  this Agreement to the contrary notwithstanding, the
services  rendered  by the Consultant under this Agreement shall not include any
services  in  connection  with  the  offer  or  sale  of securities and will not
directly  or  indirectly  promote  or  maintain  a  market  for  the  Company's
securities.

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4.  THE  CONSULTANT'S  FEES  AND  EXPENSES.

     4.1. The  Company shall pay the Consultant  as a fee for his services under
this  Agreement  (the "Consulting Fee") 1,000,000 warrants, each to purchase one
share  (the  "Shares") of the Company's common stock ("Common Stock") at a price
of  $1.00  per  share.

     4.2. Promptly  upon  the  execution  of  this Agreement, the  Company shall
cause  the  warrants  to  be  issued  to the Consultant in a transaction that is
registered  under  the  Securities  Act  of  1933,  as  amended,  pursuant to an
effective  registration  statement  on  form  S-8, filed with the Securities and
Exchange  Commission. The certificates representing the Shares shall not contain
any restrictive legends. In connection with the issuance of the warrants and the
Shares  to  the Consultant, the Consultant hereby represents and warrants to the
Company  that the Consultant is an "accredited investor" as defined by paragraph
(a)  of  SEC  Rule  501.

     4.3. The  Company  shall  issue instructions to its transfer agent to issue
the  certificates  representing  the  Shares  free  and  clear  of  any  legend,
restriction or stop order, and deliver the shares, so registered, to Consultant.
The  Company  warrants that the Shares shall be freely transferable on the books
and  records of the Company. Nothing in this Section 4.3 shall affect in any way
the  Consultant's  obligations  and  agreement  to  comply  with  all applicable
securities  laws  upon  resale  of  the  Shares.

     4.4. The  warrants delivered  to the Consultant for his services under this
Agreement  shall  include  the  Consultant's  costs and expenses incurred in the
performance  of this Agreement, including travel, lodging, meals and legal fees.

5.  CONFIDENTIAL  INFORMATION.

     5.1. The  parties  hereto  recognize that a major need of the Company is to
preserve its specialized knowledge, trade secrets, and confidential information.
The  strength  and  good  will  of  the  Company is derived from the specialized
knowledge, trade secrets, and confidential information generated from experience
with  the  activities  undertaken  by  the  Company  and  its subsidiaries.  The
disclosure  of this information and knowledge to competitors would be beneficial
to  them  and detrimental to the Company, as would the disclosure of information
about  the marketing practices, pricing practices, costs, profit margins, design
specifications,  analytical techniques, and similar items of the Company and its
subsidiaries. By reason of his being a Consultant to the Company, Consultant has
or  will  have  access to, and will obtain, specialized knowledge, trade secrets
and  confidential  information about the Company's operations and the operations
of  its  subsidiaries,  which  operations  extend  through  the  United  States.
Therefore, Consultant recognizes that the Company is relying on these agreements
in  entering  into  this  Agreement:

     5.2  During  and  after  the  Term  Consultant  will  not use, disclose  to
others, or publish any inventions or any confidential business information about
the  affairs  of  the  Company,  including  but  not  limited  to  confidential
information concerning the Company's products, methods, engineering designs  and
standards, analytical techniques, technical  information,  customer information,
employee information, and other confidential information  acquired by him in the
course of his past or future services for the Company. Consultant agrees to hold
as the Company's property  all  memoranda,  books, papers, letters, formulas and
other data, and all copies thereof and therefrom, in any  way  relating  to  the
Company's business and affairs, whether made by him or otherwise coming into his
possession,  and  on termination of his employment, or on demand of the Company,
at any time, to deliver the same to the Company within twenty four hours of such
termination  or  demand.

     5.3  During the Term Consultant will not induce any employee of the Company
to  leave  the  Company's  employ or hire any such employee (unless the Board of
Directors  of  the Company shall have authorized such employment and the Company
shall  have  consented  thereto  in  writing).

6.  ARBITRATION  OF  DISPUTES,  LITIGATION  EXPENSES.

     6.1. Any  controversy  or  claim  arising out of or relating to any acts or
omissions  of  either  party hereto or any of the Company's officers, directors,
agents,  affiliates,  associates,  employees  or  controlling  persons  shall be
settled  by arbitration under the Federal Arbitration Act in accordance with the
commercial arbitration rules of the American Arbitration Association ("AAA") and
judgment  upon the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.  In such arbitration proceedings, the parties shall
be  entitled  to  any and all remedies that would be available in the absence of
this  Section and the arbitrators, in rendering their decision, shall follow the
substantive  laws  that  would otherwise be applicable.  The parties acknowledge
that  the  subject matter of this Agreement is of unique value to Consultant and
agree  that  Consultant  shall  have  the  right to specific enforcement of this
Agreement.  The  arbitration  of  any  dispute pursuant to this Section shall be
held  in  Houston, Texas. Notwithstanding the foregoing in order to preserve the
status quo pending the resolution by arbitration of a claim seeking relief of an
injunctive  or  equitable  nature,  any  party,  upon  submitting  a  matter  to
arbitration as required by this Section, may simultaneously or thereafter seek a
temporary  restraining order or preliminary injunction from a court of competent
jurisdiction  pending  the  outcome  of  the  arbitration.

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     6.2. In  the  event  of  any  litigation  or  other  proceeding between the
Company  and the Consultant with respect to the subject matter of this Agreement
and  the  enforcement  of the rights hereunder, the losing party shall reimburse
the  prevailing  party for all of his/its reasonable costs and expenses, as well
as  any  forum fees, relating to such litigation or other proceeding, including,
without  limitation,  his/its  reasonable attorneys' fees and expenses, provided
that  such  litigation  or  proceeding  results  in  a

          (a)  final  settlement  requiring  payment to the prevailing party; or

          (b)  final  judgment.

7.  MISCELLANEOUS.

     7.1. Relationship.  The  relationship  between  the  Company  and  the
Consultant  created  by  this  Agreement  is  that  of  independent contractors.
Consultant  understands and agrees that (i) Consultant will not be treated as an
employee of the Company for federal tax purposes; (ii) Company will not withhold
on  behalf  of  Consultant  pursuant  to this Agreement any sums for income tax,
unemployment  insurance,  social  security, or any other withholding pursuant to
any  law  or  requirement of any governmental body relating to Consultant; (iii)
all  of  such  payments,  withholdings,  and  benefits,  if  any,  are  the sole
responsibility  of  Consultant;  and  (iv)  Consultant  will  indemnify and hold
Company harmless from any and all loss or liability arising with respect to such
payments,  withholdings, and benefits, if any. In the event the Internal Revenue
Service  or  any  other  governmental  agency  should  question or challenge the
independent  contractor  status of Consultant, the parties agree that Consultant
and Company shall have the right to participate in any discussion or negotiation
occurring  with  such  agency  or  agencies,  irrespective  of who initiates the
discussion  or  negotiations.  The  services  to  be  rendered by the Consultant
pursuant  to  this  Agreement  do  not  include the services or activities of an
"investment adviser," as that term is defined by U.S. federal or state laws and,
in  performing services under this Agreement, the Consultant shall not be deemed
to  be  an  investment  adviser  under  such  laws.

     7.2. Indemnity.  The Company and the Consultant (the  "Indemnifying Party")
hereby  agree  to  defend, indemnify, and hold the other party (the "Indemnified
Party"),  and their employees, agents, partners and affiliates harmless from and
against  any  and all claims, damages, judgments, penalties, costs, and expenses
(including  attorney  fees  and  court  costs  now or hereafter arising from the
enforcement  of this clause) arising from the intentional or wrongful activities
of  the  Indemnifying  Party  or  any  of  his  employees,  agents,  partners or
affiliates  under  this  Agreement.  This indemnity shall survive termination of
this  Agreement.

     7.3. Notices.  Any  notice or  other communication required or permitted to
be  given  shall  be  in  writing  and shall be mailed by certified mail, return
receipt  requested (or by the most nearly comparable method if mailed from or to
a  location  outside  of the United States), or delivered against receipt to the
party  to  whom  it is to be given at the address of such party set forth in the
preamble  to  this  Agreement  (or to such other address as the party shall have
furnished  in  writing  in accordance with the provisions of this Section).  Any
notice  given  to any corporate party shall be addressed to the attention of the
Corporation  Secretary.  Any  notice  of  other communication given by certified
mail  (or  by  such  comparable  method)  shall  be  deemed given at the time of
certification  thereof  (or  comparable  act),  except  for  a notice changing a
party's  address  which  will  be  deemed  given at the time of receipt thereof.

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     7.4. Survival of Obligations. The obligations of the parties under Sections
6 and 7.2 of this Agreement shall survive the termination for any reason of this
Agreement  (whether  such termination is by the Company, by the Consultant, upon
the  expiration  of  this  Agreement  or  otherwise).

     7.5. Severability.  In  case  any  one or more of the provisions or part of
the  provision  contained  in  this Agreement shall for any reason be held to be
invalid,  illegal  or  unenforceable  in  any  respect in any jurisdiction, such
invalidity,  illegality  or  unenforceability  shall be deemed not to affect any
other  jurisdiction  or  any  other  provision  or  part  of a provision of this
Agreement,  but  this  Agreement  shall  be  reformed  and  construed  in  such
jurisdiction  as  if such provision or part of a provision held to be invalid or
illegal  or  unenforceable had never been contained herein and such provision or
part  reformed  so  that  it  would  be  valid,  legal  and  enforceable in such
jurisdiction  to  the  maximum  extent  possible.

     7.6. Entire  Agreement, Amendment.  This  Agreement and the related Warrant
contains  the  entire  agreement  between  the  Company  and the Consultant with
respect  to the subject matter thereof.  Consultant acknowledges that he neither
holds any right, warrant or option to acquire securities of the company, nor has
the  right  to  any  such  rights,  warrants or options, except pursuant to this
Agreement.  This  Agreement  may  not  be  amended, waived, changed, modified or
discharged  except  by  an instrument in writing executed by or on behalf of the
party  against  whom any amendment, waiver, change, modification or discharge is
sought.

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

     7.8  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each  of  which  will  be  deemed  an  original and together will
constitute  one  and the same Agreement, with one counterpart being delivered to
each  party  hereto  and the original being may a part of the corporate records.

     IN  WITNESS WHEREOF, the parties have executed this Agreement, effective as
of  the  date  first  above  written.

The  Consultant:                          The  Company:

                                          Humatech,  Inc.


________________________________          By  __________________________________
Marc  Barhonovich                             David G. Williams, President & CEO

Date  signed  _______________________     Date  signed  ______________________