BUY-SELL AGREEMENT



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BUY-SELL AGREEMENT AGREEMENT, made this 19th day of September, 2002, by and

between Overstockvitamins.com LLC, hereinafter separately referred to as

"Stockholder", and jointly as "Stockholders", and Humitech International Group,

Inc., a Nevada corporation, hereinafter referred to as the "Corporation",



W I T N E S S E T H :



WHEREAS, the Stockholders together own 100% of the outstanding shares of capital

stock of Overstock Vitamins.com, LLC, and



WHEREAS, as used herein, the term "shares" shall mean all shares of common

stock, at $0.001 par value, of the Corporation now owned or hereafter acquired

by the parties, and



WHEREAS, the Stockholders are actively engaged in the conduct of the business of

the Corporation, and it is contemplated that success or failure of the corporate

enterprise will at all times depend in large measure on the personal abilities

of the Stockholders, and



WHEREAS, there is not now, nor is there likely in the future to be a substantial

market for the shares of the Corporation, and



WHEREAS, for the foregoing reasons, the parties desire to provide for the

purchase by another Stockholder or by the Corporation of the stock of any party

desiring to sell the same; and for the purchase by the Corporation of the stock

of a deceased party.



IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants

hereinafter set forth, as follows:



1. Restriction During Life. No stockholder shall transfer or encumber any of his

shares of capital stock of the Corporation during his lifetime to any person,

firm or corporation, without the consent of the Corporation and the other

Stockholder, unless the Stockholder desiring to make the transfer or encumber

(hereinafter referred to also as the "Transferor") shall have first made the

offer hereinafter described and such offer shall not have been accepted.



A. Offer by the Transferor: The offer shall be given pro rata initially to the

other Stockholder(s) and shall consist of an offer to sell or encumber all of

the shares of the capital stock of the Corporation owned by the Transferor, to

which shall be attached a statement of intention to transfer, the name and

address of such prospective transferee, the number of shares of capital stock

involved, and the terms of such transfer or encumbrance.







B. Acceptance of Offer: Within thirty (30) days after the receipt of such offer

the other Stockholder(s) may, at their option, elect to accept the offer. If

such offer is not accepted by the other Stockholder(s), the Corporation may

within thirty (30) days after the rejection of such offer, at its option, elect

to accept the offer. The Corporation shall exercise its election to purchase by

giving notice thereof to the Transferor and to the other Stockholder(s). The

other Stockholder(s) shall exercise the election to purchase by giving notice

thereof to the Transferor and to the Corporation. In either event, the notice

shall specify a date for the closing of the transaction, which shall not be more

than thirty (30) days after the date of the giving of such notice.



C. Purchase Price: The purchase price for, or the consideration for the

encumbrance of the shares of the capital stock of the Corporation owned by the

Transferor shall be set forth in paragraph 3 hereof.



D. Closing of Transaction: The closing of the transaction shall take place at

the principal office of the Corporation. The consideration shall be paid as

provided for in paragraph 3 hereof. Certificates for all shares sold or

encumbered hereunder, property endorsed to the Corporation or to the purchasing

Stockholder, as the case may be, shall be delivered by the transferor not later

than the date of closing.



E. Release from Restriction: If the offer is neither accepted by the Corporation

nor by the other Stockholder(s), the Transferor may make a bona fide transfer to

the prospective transferee named in the statement attached to the offer, such

transfer to be made only in strict accordance with the terms therein stated.

However, if the Transferor shall fail to make such transfer within 30 days

following the expiration of the election period by the other Stockholder(s),

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