WARRANT  NO.  001
                                 HUMATECH, INC.

                            WARRANT FOR THE PURCHASE

                            OF SHARES OF COMMON STOCK
November  16,  2001                                            1,000,000  Shares

     FOR  VALUE  RECEIVED,  Humatech,  Inc.,  an  Illinois  corporation  (the
"Company"),  hereby  certifies  that  Marc  Barhonovich  or  other holder hereof
(collectively,  the  "Holder"),  is  entitled, subject to the provisions of this
Warrant,  to  purchase  from  the  Company,  at  any  time  or from time to time
beginning  five  business  days  after  the  date hereof, and ending at 5:00 pm,
central  time,  on  the  first  anniversary  of  the  date hereof (the "Exercise
Period")  One  Million (1,000,000) fully paid and nonassessable shares of common
stock  of  the  Company,  par  value $.001 per share (the "Common Stock") at the
exercise  price  of One Dollar (US$1.00) per share (the "Exercise Price").  This
Warrant  is  the  Warrant  described  in  and  is being issued pursuant to a the
Consulting  Agreement  (the  "Agreement")  effective  as  of  November 16, 2001,
between  the Company and Marc Barhonovich (the "Consultant").  Capitalized terms
not  defined  in  this  Warrant  shall have the meanings ascribed to them in the
Agreement.

     For  purposes  of this Warrant, "Warrant Shares" means the shares of Common
Stock  deliverable upon exercise of this Warrant, as adjusted from time to time.
Unless the context requires otherwise all references to Common Stock and Warrant
Shares  in this Warrant shall, in the event of an adjustment pursuant to Section
6  hereof,  be  deemed to refer also to any securities or property then issuable
upon  exercise  of  this  Warrant  as  a  result  of  such  adjustment.

     Section  1.     Exercise  of  Warrant.

     (a)  This  Warrant  may be exercised, as a whole or in part, at any time or
from  time  to  time  during  the  Exercise Period. The Holder may exercise this
Warrant  by telecopying an executed and completed Notice of Exercise in the form
annexed hereto as Exhibit A (a "Notice of Exercise") to the Company, and sending
the  original  by  overnight  delivery  service to the Company together with the
Exercise  Price.  Each  day  on  which a Notice of Exercise is telecopied to the
Company  in  accordance  with the provisions hereof shall be deemed an "Exercise
Date."  Notices  given  under  this  Warrant shall be delivered or telecopied as
follows:


If  to  the  Holder:                     If  to  the  Company:

Marc  Barhonovich                        Humatech,  Inc.
3837  North  Dale  Blvd., Suite 194      1718  Fry  Road,  Suite  450
Tampa,  Florida  33624                   Houston,  Texas  77084
Facsimile  No.  (813)  960-0270          Attention: David G. Williams, President
                                         Facsimile  No.  (281)  313-1254

or  to  such  other  address  as  the  Holder  may  specify.

     If  the Company has not delivered the Warrant Shares to the Holder prior to
the expiration of five business days after the Holder send a Notice of Exercise,
the,  in  addition  to all other remedies the Holder may have, the Company shall
pay  to  the Holder, on demand and in immediately available funds, as liquidated
damages  for  such  failure  and  not  as  a  penalty, the amounts stated in the
following  schedule, which liquidated damages shall begin to accrue on the sixth
business  day  after  the  Exercise  Date.

<PAGE>

                    Late  Payment  For  Each  $100,000
          No.  Business  Days  Late     of  the  Warrant  Exercise  Price
          -------------------------     ---------------------------------

                     1                        $100
                     2                        $200
                     3                        $300
                     4                        $400
                     5                        $500
                     >5                                      $500 +$200 for each
                                                   business  day  late  beyond 5
                                                   days from the Exercise Date

     Nothing  in  this  Warrant  shall limit the holder's right to seek specific
performance  of  the  Company's  obligations  hereunder  and  other remedies and
damages for the Company's actions or inactions resulting in the transfer agent's
failure  to  issue  and  deliver  the Warrant Shares to the Holder.  The Company
shall  not be liable for any damages resulting from the transfer agent's failure
to  deliver  Warrant  Shares  to  the  Holder.

     (b)  The Company shall pay any and all documentary stamp or  similar  issue
or transfer taxes payable in  respect  of  the  issue or delivery of the Warrant
Shares.

     (c)  Limitation  on  Right  and  Power  to  Exercise. Any provision in this
Warrant,  the  Agreement or any other document to the contrary not withstanding,
the Holder shall not have the right or power to exercise this warrant, either in
whole or in part, if, and any attempt to do so shall be void, after having given
effect  to  such  exercise,  the  Holder  shall  be or shall be deemed to be the
beneficial  owner of 10% or more of the then outstanding Common Stock within the
meaning  or  for  the  purposes of Section 13(d) or 13(g) of the U.S. Securities
Exchange  Act  of 1934, as amended, or as the term "beneficial owner" is defined
in  Rule  13d-3 of the U.S. Securities and Exchange Commission or otherwise. Any
attempt to exercise the Warrant shall also be ineffective to the extent that the
Company  does  not  have  sufficient  authorized, unissued and unreserved Common
Stock  to  issue  the  Warrant  Shares.

     Section  2.     Reservation  of  Shares.  The Company hereby agrees that at
all  times  there  shall  be reserved for issuance and delivery upon exercise of
this  Warrant  a sufficient number of shares of its Common Stock or other shares
of  capital  stock  of  the Company or other property from time to time issuable
upon  exercise  of  this Warrant.  All such shares shall be duly authorized and,
when  issued  upon  such  exercise in accordance with the terms of this Warrant,
shall  be  validly  issued,  fully paid and nonassessable, free and clear of all
liens,  security  interests,  charges  and other encumbrances or restrictions on
sale  (other  than  any  restrictions on sale pursuant to applicable federal and
state  securities  laws)  and  free  and  clear  of  all  preemptive  rights.

     Section  3.     Fractional Shares. The Company shall  not  be  required  to
issue fractional shares of Common Stock on the  exercise of this Warrant. If any
fraction  of  a  share  of Common Stock would, except for the provisions of this
Section  4,  be  issuable  on the exercise of this Warrant (or specified portion
thereof),  the  Company shall pay an amount in cash calculated by it to be equal
to  the  then  current market value per share of Common Stock multiplied by such
fraction  computed  to  the  nearest  whole  cent.

     Section  4.     Exchange,  Transfer,  Assignment  or  Loss  of  Warrant.


     (a)  This  Warrant  is  exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company for other warrants
of  different  denomination,  entitling  the  Holder  thereof to purchase in the
aggregate  the  same  number  of  Warrant Shares and otherwise carrying the same
rights  as  this  Warrant.

     (b)  This  Warrant  may  be  divided  or  combined by the Holder with other
warrants  that  carry  the same rights upon presentation hereof at the office of
the  Company  together  with  a  written  notice  specifying  the  names  and
denominations  in  which  new warrants are to be issued and signed by the Holder
hereof.  The term "Warrant" as used herein includes any warrants into which this
Warrant  may  be  divided  or  for  which  it  may  be  exchanged.

<PAGE>

     (c)  Upon  receipt  by  the  Company  of evidence satisfactory to it of the
loss,  theft,  destruction  or  mutilation  of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender  and  cancellation  of  this  Warrant, if mutilated, the Company shall
execute  and  deliver  a  new  Warrant  of  like  tenor  and  date.

     Section  5.     Intentionally  left  blank..

     Section  6.     Reclassification,  Reorganization, Consolidation or Merger.
In  the event of any reclassification, capital reorganization or other change of
outstanding  shares  of  Common  Stock  of  the  Company  or in the event of any
consolidation  or  merger of the Company with or into another corporation (other
than a merger in which merger the Company is the continuing corporation and that
does  not result in any reclassification, capital reorganization or other change
of  outstanding  shares  of  Common Stock of the class issuable upon exercise of
this  Warrant)  or  in  the  event of any sale, lease, transfer or conveyance to
another  corporation of the property and assets of the Company as an entirety or
substantially  as  an  entirety,  the Company shall, as a condition precedent to
such  transaction,  cause  effective  provisions  to  be made so that such other
corporation shall assume all of the obligations of the Company hereunder and the
Holder  shall have the right thereafter, by exercising this Warrant, to purchase
the  kind  and  amount  of  shares  of  stock  and other securities and property
(including  cash)  receivable upon such reclassification, capital reorganization
and  other change, consolidation, merger, sale, lease, transfer or conveyance by
a  holder  of the number of shares of Common Stock that might have been received
upon  exercise  of  this  Warrant  immediately  prior  to such reclassification,
capital  reorganization,  change,  consolidation,  merger,  sale,  lease  or
conveyance.  Any  such  provision  shall  include  provision  for adjustments in
respect  of such shares of stock and other securities and property that shall be
as  nearly  equivalent  as may be practicable to the adjustments provided for in
this  Warrant.  The foregoing provisions of this Section 6 shall similarly apply
to successive reclassification, capital reorganizations and changes of shares of
Common  Stock and to successive changes, consolidations, mergers, sales, leases,
transfers or conveyances.  In the event that in connection with any such capital
reorganization,  or  reclassification,  consolidation,  merger,  sale,  lease,
transfer  or  conveyance,  additional  shares of Common Stock shall be issued in
exchange,  conversion,  substitution  or payment, as a whole or in part, for, or
of,  a  security of the Company other than Common Stock, any such issue shall be
treated  as  an  issue  of  Common Stock covered by the provisions of Section 6.

     Section 6.      Transfer  to Comply with  the  Securities Act. Neither this
Warrant  nor  any  of  the  Warrant  Shares may be offered or sold in the United
States unless pursuant to an effective registration  statement under the Act, or
pursuant to other available exemptions from the registration requirements of the
Act. The Holder of this Warrant  or any of the Warrant Shares may not engage  in
hedging transaction with regard to such securities  unless  in  compliance  with
the  Act.

     Section  7.     Availability of Information. So long as any of this Warrant
remains  unexercised  and this Warrant has not expired, the Company shall comply
with  the reporting requirements of Sections 13 and 15(d) of the Exchange Act to
the  extent  it  is required to do so under the Exchange Act, and shall likewise
comply  with  all  other applicable public information reporting requirements of
the  Securities  and  Exchange  Commission  (including  those  required  to make
available  the  benefits  of  Rule 144 under the Securities Act) to which it may
from  time to time be subject.  The Company shall also cooperate with the Holder
of  this  Warrant  and  the  Holder  of  any  Warrant  Shares  in supplying such
information  as  may  be  necessary  for  such  holder  to complete and file any
information reporting forms currently or hereafter required by the Commission as
a  condition  to  the  availability  of Rule 144 or any successor rule under the
Securities  Act  for  the  sale  of  this  Warrant  or  the Warrant Shares.  The
provisions  of this Section 7 shall survive termination of this Warrant, whether
upon  exercise  of  this  Warrant  in full or otherwise.  The Company shall also
provide  to  holders  of  this  Warrant the same information that it provides to
holders  of  its  Common  Stock.

<PAGE>

     Section 8.      Successors and Assigns. All the provisions of this  Warrant
by or for  the  benefit of the Company or the Holder shall  bind  and  inure  to
the  benefit  of  their  respective  successors,  assigns,  heirs  and  personal
representatives.

     Section  9.     Headings.  The  headings  of  sections of this Warrant have
been inserted  for  convenience  of  reference  only, are not to be considered a
part  hereof  and  shall  in  no  way  modify  or  restrict  any of the terms or
provisions hereof.

     Section  10.    Amendments.  This  Warrant  may  not  be  amended except by
the written  consent  of  the  Company  and  the  Holder.

     Section  11.    Notices.  All  notices  shall  be  as  set  forth  in  this
Agreement:

     Section  12.    Law Governing; Jurisdiction. This Warrant shall be governed
by and  construed  in  accordance  with the laws of the Texas. The courts of the
State of  Texas,  shall  have jurisdiction and venue for the adjudication of any
civil action between or among any of  them  arising  out  of  relating  to  this
Warrant. The Company and the Holder irrevocably consent to such jurisdiction and
venue, and  irrevocably  waive  any  claim  of  forum non conveniens or right to
change venue. The prevailing  party  in  any action or proceeding to enforce  or
construe this Warrant  is  entitled  to  recover  reasonable  attorney's  fees.

     Section  13.    Modification of Agreement.  The Holder  and the Company, by
supplemental agreement, may make any changes in this Warrant (i) that they shall
deem  appropriate  to  cure  any  ambiguity  or  to  correct  any  defective  or
inconsistent  provision  of  manifest mistake or error herein contained; or (ii)
that  they  may  deem necessary or desirable and that shall not adversely affect
the  interests  of  the  Holder  (this provision, for instance, shall permit the
Exercise  Price  to  be  decreased  or  the  Expiration  Date  extended).

     IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Warrant  to be duly
executed,  as  of  November  16,  2001.

                                          HUMATECH,  INC.

                                          By
                                            ____________________________________
                                            David G. Williams, President and CEO

                                          Date  Signed _________________________

<PAGE>


                               NOTICE OF EXERCISE
To:  Humatech,  Inc.:

     The  undersigned  irrevocably  exercises  this  Warrant for the purchase of
____________________ shares (subject to adjustment) of Common Stock of Humatech,
Inc.  (the  "Company"):  for  this  Warrant  and  agrees  to  make  payment  of
$____________________  (the  "Exercise  Price")  through  the  following method:

     such  payment  of  the  Exercise  Price  being  in  cash or by certified or
     official  bank  check  payable  to  the  order  of  the  Company

all  at  the  Exercise  Price  and on the terms and conditions specified in this
Warrant,  and  directs  that  the  shares  of  Common Stock deliverable upon the
exercise  of this Warrant be registered or placed in the name and at the address
specified  below  and  delivered  thereto.

Date:  ________________,  _______       ________________________________________
                                        (Signature  of  Owner)
                                        ________________________________________
                                        (Street  Address)
                                        ________________________________________
                                        (City) (State or Province) (Postal Code)
                                        ________________________________________
                                        (Country)

<PAGE>

Securities  and/or  check  to  be  issued  to: _________________________________

Name: __________________________________________________________________________

Street  Address: _______________________________________________________________

City, State  and  Zip  Code: ___________________________________________________

Any unexercised part of the Warrant evidenced by the within Warrant to be issued
to: ____________________________________________________________________________

Name: __________________________________________________________________________

Street  Address: _______________________________________________________________

City,  State  and  Zip  Code: __________________________________________________


<PAGE>


                               FORM OF ASSIGNMENT
     FOR  VALUE RECEIVED the undersigned registered holder of the within Warrant
hereby sells, assigns, and transfers unto the Assignee(s) named below (including
the  undersigned  with  respect  to  any  part of the Warrant not being assigned
hereby)  all  of  the  right  of  the undersigned under the within Warrant, with
respect  to  the  number  of  shares  of  Common  Stock  set  forth  below:


                                          SOCIAL SECURITY OR    NUMBER OF SHARES
                                          OTHER IDENTIFYING     OF COMMON STOCK
                                              NUMBER OF           ASSIGNED TO
 NAME OF ASSIGNEE   ADDRESS OF ASSIGNEE       ASSIGNEE             ASSIGNEE







and does hereby irrevocably constitute and appoint ______________________ as the
undersigned's  attorney  to  make  such  transfer  on  the  books  of
______________________  Humatech,  Inc.  maintained  for that purpose, with full
power  of  substitution  in  the  premises.

Date:  ______________,  ____

                                        ________________________________________
                                        (Signature  of  Owner)
                                        ________________________________________
                                        (Street  Address)
                                        ________________________________________
                                        (City)        (State)       (Zip  Code)



1  The signature must  correspond  with the name as written upon the face of the
   within  Warrant  in  every  particular, without  alteration or enlargement or
   any change  whatever.