HUMATECH INC
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>11
<FILENAME>doc11.txt
<TEXT>


November  11,  1998




Mr.  David  B.  Caney
Link  Hill  House
Rye  Road
Sanhurst,  Kent  TN185PQ

Re:  Letter  of  Agreement
     Joint  Venture

Dear  Mr.  Caney:

Over  the  past  several weeks, HumTech, Inc. (HT) and David B. Caney (DC), have
worked  together  in  good  faith  to  define  and  outline  an understanding of
agreement  on  establishing  a  joint venture arrangement in the United Kingdom.

This Letter of Agreement reflects our most recent discussions and is intended to
provide  an  initial  business  strategy  we  agree  to  perform  under.

The  purpose  of this letter ("Letter of Agreement") is to outline the manner in
which  we  intend  to  proceed.  The parties recognize that the transaction will
require  further  documentation  and  approvals,  including  the preparation and
approval of formal agreements, formation of business entities, and setting forth
the  terms  and  conditions  of the joint venture. Nevertheless, we execute this
Letter  of Agreement to evidence our intentions to proceed in mutual good faith,
to  complete  work required to negotiate final terms of a joint venture that are
consistent  with  this  letter.

The  proposed  terms  and  conditions  include,  but  are  not  limited  to, the
following:

     1.  The  business  entity  will  be  a Limited Liability Corporation (LLC)
         formed in the United Kingdom. The name of the LLC will be HumaTech Ltd.
         (HTL).

     2.  The  ownership  of  HTL will be 50 (%) percent HumaTech Inc. and 50 (%)
         percent  David  B.  Caney.  Net  profits  will  be  split on ownership
         percentages.

     3.  The  Managing  Director  of  HTL  will  be  David  B.  Caney.

     4.  Compensation of HTL Directors will be covered under separate employment
         agreements.

     5.  Initial  Directors of HTL will be David G. Williams, John D. Rottweiler
         and David  B. Caney.
<PAGE>

     6.  Confidential:   All  information  produced  by  either  party  must  be
         considered confidential and not exposed to anyone who does not  have  a
         need to  know.  A breach  of  confidentiality  shall constitute grounds
         for  termination  of  any agreements.

     7.  Contract: Upon the execution of the Investment Agreement, and upon both
         parties verifying all of the documentation to be in order, parties will
         enter into  a firm  agreement.

     8.  This  joint  venture  is  contingent  upon:  (i)  the completion of due
         diligence  by  each  party  on  HT  and HTL, its markets, prospects and
         potential;  (ii) satisfactory  completion  of  legal  due diligence.

     9.  None  of  the parties hereto shall be under any obligation to any other
         party until a definitive Joint Venture entity/agreement is executed.

If  the  foregoing  is  acceptable  to you, execute a copy of this letter in the
place  set  forth  below.

Very  truly  yours,

HumaTech,  Inc.

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

ACCEPTED  AND  AGREED  TO

By:  /s/  David  B.  Caney
   -----------------------
      David  B.  Caney


</TEXT>
</DOCUMENT>
