CONSULTING AGREEMENT

     THIS  CONSULTING  AGREEMENT  (the  "Agreement"),  dated  as of November 16,
2001(the  "Effective Date"), is entered into by and between Humatech, Inc., 1718
Frye  Road,  Suite  450, Houston, Texas 77084, an Illinois corporation ("HUMT"),
and  David  Caney,  an  individual  (the  "Consultant").

                              W I T N E S S E T H:

     WHEREAS,  HUMT  desires to have the Consultant perform certain services and
to  be  assured  of  the  Consultant's  services  on  the  terms  and conditions
hereinafter  set  forth;  and

     WHEREAS, the Consultant desires to perform certain services for HUMT and is
willing  to  accept  such  retention  by  HUMT  on  those  terms  and conditions
hereinafter  set  forth.

     NOW,  THEREFORE,  in  consideration  of  the mutual promises, covenants and
agreements  contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, HUMT and the Consultant
agree  as  follows:

     (1)  Services.  The  services ("Services") may include, but are not limited
to,  the  following:

                 a.  Administration.  The  Consultant  will  provide  HUMT  with
          administrative  services  related  to  the HUMT overseas joint venture
          project  including,  but  not  limited  to  banking,  general  office
          functions,  secretarial  services,  human  resource  services  and
          additional  services  as  mutually  agreed  upon  between  the parties
          hereto.


                 b.  Marketing. The Consultant may assist HUMT in the  marketing
          and advertising  of  HUMT  and  its  products  overseas.

                 c.  Networking. The Consultant may provide certain professional
          networking  opportunities  for  HUMT  overseas. Such opportunities may
          include  introductions  to,  and  the  formulation  and maintenance of
          relationships  with,  key  business  contacts  overseas.

                 d.  Miscellaneous. In addition to the  services set forth above
          in this Section  1,  the  Consultant  may  provide additional guidance
          reasonably related to the administrative and corporate development  of
          HUMT and its  overseas  joint  venture  project.

     (2)  Retention.  HUMT hereby retains the Consultant to provide the Services
and  the  Consultant  accepts  such retention, upon the terms and subject to the
conditions  set  forth  in  this  Agreement.

     (3)  Term. The term of this Agreement shall be for a period of one (1) year
from  the  Effective  Date  (the  "Term").

     (4)  Duties. During  the  Term  of  this  Agreement,  the  Consultant shall
perform such  duties  as  may  be assigned to him  from  time  to  time  by  the
President and  Chief  Executive  Officer  and/or  Board  of  Directors  of HUMT.
Notwithstanding anything herein to the contrary, at all  times  the relationship
of the Consultant to HUMT shall be that of independent  contractors.  Consultant
shall allocate time and Consultant's Personnel  as it deems necessary to provide
the Services. The particular amount of  time may vary from day to day or week to
week. Except as otherwise agreed, Consultant's monthly statement identifying, in
general, tasks performed for HUMT shall be conclusive evidence that the Services
have been performed. Additionally, in the  absence  of  willful misfeasance, bad
faith, negligence or reckless disregard for  the obligations or duties hereunder
by Consultant, neither Consultant nor Consultant's Personnel shall be  rendering
the Services,  including  but  not  limited  to  losses that may be sustained in
any corporate act in any subsequent business opportunity undertaken by HUMT as a
result  of  advice  provided  by  Consultant  or  Consultants'  Personnel.

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     (5)  Consideration. HUMT agrees to pay Consultant a fee for the Services by
way  of  the  delivery  by  HUMT of warrants to acquire 500,000 shares of HUMT's
common  stock  at  an  exercise price of $1.50 per share. All shares issued upon
exercise  of  the  warrants are considered fully earned and non-assessable as of
the  date  hereof, resulting in Consultant's ownership of the foregoing warrants
vesting  on  the  Effective  Date.  The  shares  underlying  the exercise of the
warrants  will  be  registered  with  the  United States Securities and Exchange
Commission  on  Form  S-8.

     (6)  Expenses.  During  the  Term of this Agreement, and upon submission of
proper  invoices,  receipts,  the Consultant shall be reimbursed by HUMT for all
reasonable business expenses actually and necessarily incurred by the Consultant
on  behalf of HUMT in connection with the performance of the Services under this
Agreement.

     (7)  Representations. The Consultant represents and warrants that he is not
a  party  to,  or  bound  by,  any  agreements or commitments, or subject to any
restrictions,  including  but  not  limited  to  agreements  related to previous
employment  or  retention  containing  confidentiality or non-compete covenants,
which  may  have  a  possibility  of  adversely affecting the performance of his
duties  under  this  Agreement.

     (8)  Confidentiality.  The  Consultant acknowledges that as a result of the
performance of his duties under this Agreement, he has and will continue to have
knowledge  of,  and  HUMT  to, proprietary and confidential information of HUMT,
including, without limitation, inventions, trade secrets, technical information,
know-how,  plans, specifications, methods of operations, financial and marketing
information  and  the  identity  of  customers  and suppliers (collectively, the
"Confidential Information"). Accordingly, the Consultant shall not, at any time,
either  during or subsequent to the term of this Agreement, use, reveal, report,
publish,  transfer  or otherwise disclose any of the Confidential Information to
third  parties  without  the  prior  written  consent  of  HUMT, except for such
information which is or becomes part of general public knowledge from authorized
sources  or  information  that  they  are required to disclose by a governmental
agency  or  law.

     (9)  Limitation of Liability. IN  NO  EVENT  SHALL CONSULTANT BE LIABLE  TO
HUMT UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,
PUNITIVE,  OR  SPECIAL  DAMAGES,  INCLUDING  LOST PROFITS, EVEN IF HUMT HAS BEEN
ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES. IN ANY EVENT, THE LIABILITY OF
CONSULTANT  TO HUMT FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER SHALL
BE LIMITED TO THE COMPENSATION THEN PREVIOUSLY PAID TO CONSULTANT BY HUMT OR THE
CORRECTION OF ANY ALLEGED DEFAULT UNDER THIS AGREEMENT AT THE SOLE DISCRETION OF
HUMT.

<PAGE>

     (10) Miscellaneous.

          (a) Entire  Agreement.  This  Agreement  sets  forth  the  entire
     understanding of the  parties  and  merges  and  supersedes  any  prior  or
     contemporaneous agreements between  the  parties  pertaining to the subject
     matter hereof.

          (b)  Waivers  and  Modification.  No modification of this Agreement or
     waiver of any term or condition herein shall be effective unless  it refers
     to  this  Agreement,  explicitly  states  that  it  intends  to modify this
     Agreement or to waive a  term  or  condition  herein, is in writing, and is
     signed by both parties  hereto.  Terms  contrary  or  in  addition  to  the
     terms of  this  Agreement  in  any document or correspondence shall have no
     effect  whatsoever  unless  said  document  or  correspondence  meets  the
     aforesaid  conditions.  Any  waiver  of  any  term  or  condition  of  this
     Agreement, or of the breach of any covenant,  representation,  or  warranty
     contained herein, in any one instance, shall not operate or be deemed to be
     or construed as a further or continuing waiver of such term, condition,  or
     breach  of  covenant, representation, or warranty, nor shall any failure to
     exercise, or delay  in exercising,  any  right, remedy, or power under this
     Agreement operate as a waiver  thereof,  nor  shall  any  single or partial
     exercise of any right, remedy,  or  power  under  this  Agreement  preclude
     any other or further exercise thereof, or the exercise  of any other right,
     remedy, or power provided  herein  or  by  law  or  in  equity.

          (c)  Successors  and  Assigns. Neither party shall have the  right  to
     assign this Agreement, or any rights or obligations hereunder, without  the
     consent of the other party; provided, however, that upon the sale of all or
     substantially  all  of the assets, business and goodwill of HUMT to another
     company,  or upon the merger or consolidation of HUMT with another company,
     this  Agreement  shall  inure  to the benefit of, and be binding upon, HUMT
     purchasing  such assets, business and goodwill, or surviving such merger or
     consolidation,  as  the  case  may  be,  in the same manner and to the same
     extent  as  though  such other company were HUMT. Subject to the foregoing,
     this  Agreement  shall  inure  to  the benefit of, and be binding upon, the
     parties  hereto  and  their  legal  representatives,  heirs, successors and
     permitted  assigns.

          (d)  Severability.  If  any  provision of this Agreement is held to be
     invalid or  unenforceable  by  a  court  of  competent  jurisdiction,  such
     invalidity  or  unenforceability  shall  not  affect  the  validity  and
     enforceability of the other  provisions of this Agreement and the provision
     held to be invalid or unenforceable shall be enforced as nearly as possible
     according  to its original terms and intent to eliminate such invalidity or
     unenforceability.

          (e)  Continuing  Obligations.  Rights  and  obligations  theretofore
     accruing  but  not  satisfied as of the termination of this Agreement shall
     remain in full force and effect until satisfied  in  accordance  with  this
     Agreement.

          (f)  Force  Majeure.  The  Consultant shall not be in default to  HUMT
     under this  Agreement  for  any  delay or failure to perform due to  causes
     beyond Consultant's  reasonable  control.

<PAGE>

          (g)  Headings.  The  headings contained  in  this  Agreement  are  for
     reference purposes  only  and  shall  not  in any way affect the meaning or
     interpretation of  this  Agreement.


          (h)  Communications.  All  notices,  requests,  demands  and  other
     communications under this Agreement shall be in writing and shall be deemed
     to have been given  at the time personally  delivered or when mailed in any
     United States post  office enclosed in a registered  or  certified  postage
     prepaid envelope and addressed to the addresses set forth below, or to such
     other  address  as  any  party  may  specify  by notice to the other party;
     provided, however, that any notice of change of  address shall be effective
     only upon receipt.

               To  HUMT:                  Humatech,  Inc.
                                          1718  Frye  Road,  Suite  450
                                          Houston,  Texas  77084
                                          Telephone:     281.828.2500
                                          Telecopier:     281.825.2530

               To  the  Consultant:       David  Caney




          (i)  Arbitration.  Any controversy or claim arising out of or relating
     to this Agreement, or the  breach  thereof, shall be settled by arbitration
     administered  by the American Arbitration Association ("AAA") in accordance
     with  its  Commercial  Rules  (including  its  Emergency  Interim  Relief
     Procedures]  and  its  supplementary procedures for Securities Arbitration,
     and judgment on the award rendered by the arbitrators may be entered in any
     court  having jurisdiction thereof. The matter shall be heard in Texas by a
     panel  of three (3) AAA arbitrators, one picked by the Investor, one picked
     by the Seller, and the third agreed to by the two selected arbitrators. The
     Seller  and the Investor, for themselves and their respective successors in
     interest,  hereby  irrevocably  consent  to  such  jurisdiction,  venue and
     binding  arbitration,  and  hereby  irrevocably  waive  any  claim of forum
     non-conveniens  or right to change such venue or to litigate the underlying
     dispute  in  court.

          (j)  Governing Law. This Agreement is made  and  executed and shall be
     governed by the laws of the State of Texas, without regard to the conflicts
     of  law  principles  thereof.

          (k)  No Third-Party Beneficiaries. Each  of  the  provisions  of  this
     Agreement is  for  the sole and exclusive benefit of the parties hereto and
     shall not be deemed to be for the benefit of any  other  person  or entity.

          (l)  Counterparts.  This Agreement may be  executed  in  one  or  more
     counterparts,  each  of  which shall be deemed an original but all of which
     together  shall  constitute  one  and  the  same  instrument.

          (m)  Contra Proferentem Waived.  This  Agreement  was drafted by HUMT.
     However,  all  parties  to  this  Agreement  have  been  or  have  had  the
     opportunity to be represented by legalcounsel, and hereby waive application
     of the rule of contract  construction  which  provides  that terms shall be
     construed against the  drafting  party.

          (n)  Independent Contractor.  Consultant  and  Consultant's  Personnel
     will act as an  independent  contractor  in  the  performance of its duties
     under this  Agreement.  Accordingly,  Consultant  will  be  responsible for
     payment of all federal,  state, and local taxes  on compensation paid under
     this Agreement, including income and social  security  taxes,  unemployment
     insurance, and any other taxes due relative to Consultant's Personnel,  and
     any and all business  license  fees  as  may  be  required. This  Agreement
     neither expressly nor impliedly  creates  a  relationship  of principal and
     agent, or employee and  employer,  between Consultant's Personnel and HUMT.
     Neither Consultant nor Consultant's  Personnel are authorized to enter into
     any agreements on behalf of HUMT.  HUMT  expressly  retains  the  right  to
     approve, in its sole discretion,  each  business  opportunity introduced by
     Consultant, and to make all final  decisions  with  respect  to effecting a
     transaction or any business opportunity.

          (o)  No Agency Express or Implied.This Agreement neither expressly nor
     impliedly  creates  a  relationship of principal and agent between HUMT and
     Consultant,  or employee and employer as between Consultant's Personnel and
     HUMT.

          (p)  Termination. HUMT and Consultant  may  terminate  this  Agreement
     prior to the expiration of the Term upon thirty (30)  days  written  notice
     with mutual written   consent.  Failing  to  have  mutual  consent, without
     prejudice to any other  remedy  to  which  the  terminating  party  may  be
     entitled, if any, either  party may terminate this  Agreement  with  thirty
     (30) days written notice under  the  following  conditions:

               (1)  By  HUMT.

                  (i)   If during the Primary  Term  of  this  Agreement  or any
               Extension  Period,  Consultant  is unable or fails to provide the
               Services as set forth herein for thirty (30) consecutive business
               days  because  of  illness,  accident,  or  other  incapacity  of
               Consultant's Personnel;  or,

                  (ii)  If Consultant willfully  breaches or neglects the duties
               required  to  be  performed  hereunder;  or,

                  (iii) At Company's  option  without cause upon 30 days written
               notice  to  Consultant;  or

               (2)  By  Consultant.

                  (i)   If  HUMT  breaches  this  Agreement or fails to make any
               payments or  provide  information  required  hereunder;  or,

                  (ii)  If HUMT ceases business or sells a controlling  interest
               to a third  party, or agrees to  a  consolidation  or  merger  of
               itself with or into another corporation, or enters  into  such  a
               transaction  outside  of  the  scope  of this Agreement, or sells
               substantially all of its assets to another corporation, entity or
               individual  outside  of  the  scope  of  this  Agreement;  or,


<PAGE>

                  (iii) If  HUMT  subsequent  to  the  execution  hereof  has  a
               receiver appointed for  its  business  or  assets,  or  otherwise
               becomes insolvent or unable to timely  satisfy its obligations in
               the  ordinary  course  of,  including  but  not  limited  to  the
               obligation to  pay  the  Consultancy  Fee;  or,

                  (iv)  If HUMT subsequent to the execution  hereof  institutes,
               makes  a  general  assignment  for  the  benefit  of  creditors,
               has  instituted  against  it  any  bankruptcy  proceeding  for
               reorganization  for  rearrangement  of  its  financial  affairs,
               files a petition in a court of bankruptcy, or  is  adjudicated  a
               bankrupt;  or,

                  (v)   If  any  of  the  disclosures  made herein or subsequent
               hereto by HUMT to  Consultant  are  determined  to  be materially
               false or misleading.

                  In the event Consultant elects to terminate without  cause  or
               this Agreement is terminated prior to the expiration of the  Term
               by mutual written agreement, or by HUMT for the reasons set forth
               in 1(i) and (ii) above,  HUMT  shall  only  be responsible to pay
               Consultant for un-reimbursed expenses, Consultancy Fee earned and
               accrued  up  to and including approved upon the effective date of
               termination.  If  this  Agreement  is  terminated by HUMT for any
               other  reason,  or  by  Consultant  for reasons set forth in 2(i)
               through  (v)  above,  Consultant  shall  be  entitled  to  any
               outstanding unpaid portion of approved reimbursable expenses, and
               for  the  remainder  of  the un-expired portion of the applicable
               term  of  the  Agreement.

          (q)  Indemnification. Subject  to  the  provisions  herein,  HUMT  and
     Consultant agree to indemnify, defend and hold each other harmless from and
     against all demands, claims, actions, losses, damages,  liabilities,  costs
     and  expenses,  including  without  limitation,  interest,  penalties  and
     attorneys' fees and expenses asserted against or  imposed  or  incurred  by
     either party by reason of or resulting from any action or a breach  of  any
     representation,  warranty,  covenant,  condition, or agreement of the other
     party  to  this  Agreement.

          (R)  Authority.  By  signing  below,  each  person  executing  this
     Agreement on behalf of a party hereby personally  warrants that said person
     has the express  authority to so execute this Agreement and bind said party
     hereto.

     IN  WITNESS  WHEREOF,  each  of  the  parties hereto has duly executed this
Agreement  as  of  the  date  set  forth  above.

By:  _____________________________          By:  ___________________________

David  Williams                             David  Caney
President
Humatech,  Inc.
1718  Frye  Road,  Suite  450
Houston,  Texas  77084