<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-003703
<TYPE>S-1
<PUBLIC-DOCUMENT-COUNT>23
<FILING-DATE>20020412
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ASPENBIO INC
<CIK>0001167419
<IRS-NUMBER>841553387
<STATE-OF-INCORPORATION>CO
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-1
<ACT>33
<FILE-NUMBER>333-86190
<FILM-NUMBER>02609816
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>8100 SOUTHPARK WAY
<STREET2>UNIT B 1
<CITY>LITTLETON
<STATE>CO
<ZIP>80120
<PHONE>3037942000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>8100 SOUTHPARK WAY
<STREET2>BUILDING B
<CITY>LITTLETON
<STATE>CO
<ZIP>80120
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-1
<SEQUENCE>1
<FILENAME>d95933s-1.txt
<DESCRIPTION>FORM S-1
<TEXT>
<PAGE>
      As filed with the Securities & Exchange Commission on April 12, 2002

                                                    REGISTRATION NO. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-1

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 ASPENBIO, INC.
                                 --------------
             (Exact Name of Registrant as Specified in its Charter)

<Table>

<S>                               <C>                            <C>
          COLORADO                           2835                       84-1553387
-------------------------------   -----------------------------   ----------------------
(State or other jurisdiction of        Primary Standard              (I.R.S. Employer
incorporation or organization)    Industrial Classification No.   Identification Number)
</Table>

                        8100 SOUTHPARK WAY, BUILDING B-1
                            LITTLETON, COLORADO 80120
                                 (303) 794-2000
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                                 ROGER D. HURST
                                 ASPENBIO, INC.
                        8100 SOUTHPARK WAY, BUILDING B-1
                            LITTLETON, COLORADO 80120
                                 (303) 794-2000

 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                 With a Copy To:

                             ROBERT M. BEARMAN, ESQ.
                             NADA WOLFF CULVER, ESQ.
                                PATTON BOGGS, LLP
                         1660 LINCOLN STREET, SUITE 1900
                             DENVER, COLORADO 80264
                                 (303) 830-1776

                                               As soon as practicable after this
Approximate Date of Commencement of            Registration Statement becomes
Proposed Sale to the Public:                   effective


<PAGE>

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>


 TITLE OF EACH CLASS OF                             PROPOSED MAXIMUM
    SECURITIES TO BE           AMOUNT TO BE        OFFERING PRICE PER         PROPOSED MAXIMUM          AMOUNT OF
       REGISTERED               REGISTERED              UNIT(1)            AGGREGATE OFFERING PRICE   REGISTRATION FEE
 ---------------------         ------------        ------------------     --------------------------- ----------------

<S>                          <C>                   <C>                    <C>                     <C>
      COMMON STOCK              1,725,305                 2.50                   $4,313,263              $396.82
                                  SHARES
</Table>

(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(o) under the Securities Act of 1933.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.



<PAGE>


     THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
       WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
      FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
       PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT
     SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
                            OR SALE IS NOT PERMITTED.

PROSPECTUS

                              SUBJECT TO COMPLETION

                              DATED APRIL 12, 2002

                                1,725,305 SHARES

                                 ASPENBIO, INC.

                                  COMMON STOCK

         This is the first public offering of our securities. Common stock
available for sale as a result of this prospectus will be sold by currently
existing shareholders. The selling shareholders identified in this prospectus
may offer, from time to time, up to 1,225,305 shares of our common stock. The
selling shareholders may sell these shares from time to time directly to
purchasers or through agents, underwriters or dealers. We will not receive any
money from the sale of common stock as a result of this offering.

         In addition, 500,000 shares held by one of our shareholders, Cambridge
Holdings, Ltd., are being distributed to Cambridge's shareholders as a stock
distribution.

         Prior to this offering, there has been no public market for our common
stock. We expect to have the common stock traded on the OTC Bulletin Board,
which is maintained by the National Association of Securities Dealers, Inc.,
after this registration statement is declared effective. The shares will be
priced based upon bid and ask quotations submitted by broker-dealers.

                                   ----------

BEFORE BUYING ANY SHARES YOU SHOULD READ THE DISCUSSION OF MATERIAL RISKS OF
INVESTING IN OUR COMMON STOCK IN "RISK FACTORS" BEGINNING ON PAGE 2.

                                   ----------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



                The date of this prospectus is _________________


<PAGE>

  This prospectus is part of a registration statement that we have filed with
    the SEC. You should read both this prospectus and any supplement together
    with additional information described under "Where You Can Find More
                                  Information."

  YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY
    SUPPLEMENT OR OTHER DOCUMENTS TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT
      AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.
        THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE
        SECURITIES. THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT
            MAY ONLY BE ACCURATE AS OF THE DATE OF THE FRONT OF SUCH
                                   DOCUMENTS.

All references in this prospectus to "AspenBio," "our company," "we," "us" or
"our" mean AspenBio, Inc. For periods prior to August 1, 2000, such terms
referred to the Company's business as it was conducted by Vitro Diagnostics,
Inc. On that date, Vitro Diagnostics completed the sale of its antigen
development and manufacturing operations to AspenBio while retaining non-related
technology.

                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                               PAGE
                                                                               ----

<S>                                                                           <C>
PROSPECTUS SUMMARY..............................................................1

RISK FACTORS....................................................................2

FORWARD-LOOKING STATEMENTS......................................................6

USE OF PROCEEDS.................................................................7

DIVIDEND POLICY.................................................................7

CAPITALIZATION..................................................................7

SELECTED FINANCIAL DATA.........................................................9

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS......................................................................10

BUSINESS........................................................................14

MANAGEMENT......................................................................23

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS............................25

PRINCIPAL SHAREHOLDERS..........................................................26

PLAN OF DISTRIBUTION............................................................28

DESCRIPTION OF CAPITAL STOCK....................................................31
</Table>



<PAGE>

<Table>


<S>                                                                            <C>
SHARES ELIGIBLE FOR FUTURE SALE.................................................32

LEGAL MATTERS...................................................................33

EXPERTS.........................................................................33

WHERE YOU CAN FIND MORE INFORMATION.............................................34

INDEX TO ASPENBIO FINANCIAL STATEMENTS.........................................F-1

INDEX TO VITRO DIAGNOSTICS FINANCIAL STATEMENTS................................F-1
</Table>



<PAGE>



                               PROSPECTUS SUMMARY

           The following summary highlights information contained in other parts
of this prospectus. Because it is a summary, it does not contain all the
information you should consider before investing in our common stock. You should
read the entire prospectus carefully including "Risk Factors."

                                 ASPENBIO, INC.

         AspenBio is a leading purifier of human and animal antigens. AspenBio
was founded to acquire the antigen business from Vitro Diagnostics, Inc. in
August 2000 and to leverage that base of operations and technology to develop
new products with substantial market potential. Our management team had been
conducting this business at Vitro Diagnostics since 1990. Over thirty products
are currently being purified and sold. Many new products have been developed
since the acquisition.

         Our strategy is to search for niches we can dominate with our
purification abilities. We are focusing on expanding our business into other
uses of purified proteins, principally for diagnosis and treatment of humans and
animals.

         We expect to market a new antigen pregnancy test for dairy and cow/calf
operators. This bovine pregnancy test is designed to indicate pregnancy between
days 15 and 32 after artificial insemination. An additional bovine test for
pregnancy determination 35 days after artificial insemination should be
available in Fall, 2002. We believe that the test for initially determining
pregnancy has a large market potential, as there is a population of cows that
are artificially inseminated that exceeds 100,000,000. Of this overall
population, there is a population of approximately 77,000,000 cows that we could
expect to reach with our marketing and sales efforts. Furthermore, there is a
subsegment of this market of approximately 10,000,000 cows that are part of
timed or synchronized breeding programs, which could require as many as
14,000,000 tests to enhance the success of the programs. We have received
inquiries from six large companies interested in distributing the product.

         The next product we intend to bring to market is a recombinant form of
bovine/porcine insulin known as PZI. Our initial plan for this product is for
sales to feline owners under a compassionate drug exemption from the FDA. We
also expect to apply simultaneously to the FDA for full drug approval. We plan
to form an alliance with a larger medical company to fund this approval process.
Ultimately, we intend to seek approval from the FDA for use in humans. According
to the American Diabetes Association there are approximately 300,000 human
diabetics whose bodies perform better on bovine/porcine insulin than the
recombinant human form of insulin currently taken by them.

         One of our other projects includes purifying and culturing an antigen
known as carcinoembryonic antigen (CEA) as part of National Cancer Institute
studies to develop a vaccine for colon cancer in conjunction with NIH funded
university research. We are also developing equine proteins to diagnose and
treat problems or potential enhancements in fertility, lactation, thyroid and
wounds in horses.

         Our executive offices are located at 8100 Southpark Way, Building B-1,
Littleton, Colorado 80120. Our telephone number is (303) 794-2000. Our website
is located at www.aspenbioinc.com. We are not incorporating by reference in this
document any material from our website. The reference above to our website is an
inactive textual reference to the uniform resource locator (URL) and is for your
reference only.


                                      -1-
<PAGE>


                                  THE OFFERING

<Table>

<S>                                                                            <C>
Common Stock offered by selling shareholders..................................  1,225,305 shares
Common Stock being distributed by Cambridge
to its shareholders...........................................................  500,000 shares
Use of Proceeds...............................................................  We will not receive any proceeds from the
                                                                                sale of the shares of common stock by the
                                                                                selling shareholders or from the
                                                                                distribution by Cambridge of shares of
                                                                                AspenBio to the Cambridge shareholders

Proposed OTC Bulletin Board Symbol............................................  ASPB
</Table>

                                  RISK FACTORS

         An investment in our common stock involves a high degree of risk. You
should consider carefully the following factors and other information in this
prospectus before deciding to invest in shares of AspenBio common stock. If any
of the following risks actually occur, our business, financial condition,
results of operations and prospects for growth would likely suffer. As a result,
the trading price of AspenBio common stock, if any market develops, could
decline and you could lose all or part of your investment.

         Prospective investors should consider carefully these factors
concerning our business before purchasing the shares offered by this prospectus.
We make various statements in this section which constitute "forward-looking
statements" under Section 27A of the Securities Act of 1933. See
"Forward-Looking Statements."

OUR SUCCESS DEPENDS ON OUR ABILITY TO COMMERCIALIZE NEW PRODUCT OFFERINGS.

         Our human diagnostic antigen manufacturing operations have been
profitable. However, we believe the growth potential in this market is limited.
We are developing several other products which we believe have significantly
greater potential for higher revenues and increased profits. Our ability to
achieve these objectives is dependent on a number of factors, including our
ability to complete development efforts, including any necessary testing and
regulatory approvals, and successfully commercialize these products.

         In order to achieve our business objectives, we will need to
manufacture these products (or arrange for manufacture) in commercial quantities
at a reasonable cost acceptable in the marketplace. Because of our limited
manufacturing experience, outside the antigen business, and the lack of a
marketing organization, we are likely to rely on other parties to perform one or
more tasks for the commercialization



                                      -2-
<PAGE>

of our proposed products. We may incur additional costs and delays while working
with these parties, and these parties may ultimately be unsuccessful in the
manufacture or distribution of our products.

OUR SUCCESS WILL DEPEND IN PART ON ESTABLISHING EFFECTIVE STRATEGIC PARTNERSHIPS
AND BUSINESS RELATIONSHIPS.

         A key aspect of our business strategy is to establish strategic
partnerships. We currently have license arrangements with the University of
Idaho and the University of Wyoming. It is likely that we will seek other
strategic alliances. We also intend to rely heavily on companies with greater
capital resources and marketing expertise to market some of our products. While
we have identified certain candidates, we may not reach definitive agreements
with any of them. Even if we enter into these arrangements, we may not be able
to maintain these collaborations or establish new collaborations in the future
on acceptable terms. Furthermore, these arrangements may require us to grant
certain rights to third parties, including exclusive marketing rights to one or
more products, or may have other terms that are burdensome to us, and may
involve the acquisition of our securities. Our partners may decide to develop
alternative technologies either on their own or in collaboration with others. If
any of our partners terminate their relationship with us or fail to perform
their obligations in a timely manner, the development or commercialization of
our technology in potential products may be substantially delayed.

WE HAVE LIMITED MANUFACTURING EXPERIENCE, AND WE MAY EXPERIENCE MANUFACTURING
PROBLEMS THAT LIMIT THE GROWTH OF OUR REVENUE.

         We purify human and animal antigens and tumor markers. In 2002, our
revenues from these sales were approximately $1.1 million. We intend to
introduce new products with substantially greater revenue potential. We may seek
to manufacture these products in-house or through contractual arrangements with
third parties. In either event, we may not be able to produce sufficient
quantities at an acceptable cost. In addition, we may encounter difficulties in
production due to, among other things, quality control, quality assurance and
component supply. These difficulties could reduce sales of our products,
increase our costs, or cause production delays, all of which could damage our
reputation and hurt our profitability. To the extent that we enter into
manufacturing arrangements with third parties, we will depend on them to perform
their obligations in a timely manner and in accordance with applicable
government regulations.

OUR SUCCESS DEPENDS UPON OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY
RIGHTS.

         Our success will partially depend on our ability to obtain and enforce
patents relating to our technology and to protect our trade secrets. We may not
receive any patents. In addition, third parties may challenge, narrow,
invalidate or circumvent our patents. The patent position of biotechnology
companies is generally highly uncertain, involves complex legal and factual
questions and has recently been the subject of much litigation. Neither the U.S.
Patent Office nor the courts have a consistent policy regarding breadth of
claims allowed or the degree of protection afforded under many biotechnology
patents.

         In an effort to protect our unpatented proprietary technology,
processes and know-how, we require our employees and consultants to execute
confidentiality agreements. However, these agreements may not provide us with
adequate protection against improper use or disclosure of confidential
information.



                                      -3-
<PAGE>

These agreements may be breached, and we may not have adequate remedies for any
such breach. In addition, in some situations, these agreements may conflict, or
be subject to, the rights of third parties with whom our employees or
consultants have previous employment or consulting relationships. Also, others
may independently develop substantial proprietary information and techniques or
otherwise gain access to our trade secrets. AspenBio intends to market its
products in many different countries some of which we will not have patents in
or applied for and that different countries have different patent rules and we
may sell in countries that do not honor patents and our products could be copied
and the company would not be protected.

WE MAY BE UNABLE TO RETAIN KEY EMPLOYEES OR RECRUIT ADDITIONAL QUALIFIED
PERSONNEL.

         Because of the specialized scientific nature of our business, we are
highly dependent upon qualified scientific, technical, and managerial personnel.
There is intense competition for qualified personnel in our business. Therefore,
we may not be able to attract and retain the qualified personnel necessary for
the development of our business. A loss of the services of existing personnel,
as well as the failure to recruit additional key scientific, technical and
managerial personnel in a timely manner would harm our development programs and
our business.

         Roger Hurst has been our Chief Executive Officer since our inception.
We rely on him for his leadership and business direction. We do not have an
employment agreement with Mr. Hurst. The loss of his services could
significantly delay or prevent the achievement of our business objectives. Mr.
Hurst is our largest shareholder.

OUR COMPETITORS MAY HAVE GREATER RESOURCES OR RESEARCH AND DEVELOPMENT
CAPABILITIES THAN WE HAVE, AND WE MAY NOT HAVE THE RESOURCES NECESSARY TO
SUCCESSFULLY COMPETE WITH THEM.

         The biotechnology business is highly competitive. Although it has been
our business strategy to create a niche in the protein purification area, we
plan to expand our operations into other areas as described in the "Business"
section. We may face increasing competition. We expect that many of our
competitors will have greater financial and human resources and more experience
in research and development and more established sales, marketing and
distribution capabilities than we have. In addition, the healthcare industry is
characterized by rapid technological change. New product introductions or other
technological advancements could make some or all of our products obsolete.

AN ACTIVE PUBLIC MARKET FOR OUR COMMON STOCK MAY NOT DEVELOP OR BE SUSTAINED
AFTER THIS OFFERING, AND THE MARKET PRICE OF OUR COMMON STOCK MAY BE HIGHLY
UNSTABLE.

         Prior to this offering, our common stock did not trade in a public
market. You may not be able to sell your shares quickly or at an acceptable
price if trading in our stock is not active. We expect to have the common stock
traded on the OTC Bulletin Board. It may be expected that shareholders would
experience greater difficulties in attempting to sell the stock than if it was
listed on a stock exchange or quoted on the Nasdaq National Market or the Nasdaq
Small Cap Market. Shareholders may also find it more difficult to obtain
accurate quotations concerning the market value of the stock. In addition, the
market prices for securities of biotechnology companies have been highly
volatile, and the market has experienced significant price and volume
fluctuations that are unrelated to the operating performance of



                                      -4-
<PAGE>

the individual companies. There are many factors related to our business that
could affect the stock price, including results of operations, concerns about
financial condition, new product announcements, signing or termination of
licensing or collaborative agreements, government regulations, litigation,
intellectual rights and additions or departures of key personnel.

OUR COMMON STOCK WILL LIKELY BE CLASSIFIED AS A "PENNY STOCK" UNDER SEC RULES
WHICH MAY MAKE IT MORE DIFFICULT FOR OUR SHAREHOLDERS TO RESELL OUR COMMON
STOCK.

         No public trading market exists for our common stock. We cannot predict
the market price of our common stock or when any trading may commence. Based on
recent private transactions, we do not expect that the common stock will trade
at $5 or more per share. Because our stock will not be traded on a stock
exchange or on the Nasdaq National Market or the Nasdaq Small Cap Market, if the
market price of the common stock is less than $5 per share, the common stock
will be classified as a "penny stock." SEC Rule 15g-9 under the Exchange Act
imposes additional sales practice requirements on broker-dealers that recommend
the purchase or sale of penny stocks to persons other than those who qualify as
an "established customer" or an "accredited investor." This includes the
requirement that a broker-dealer must make a determination that investments in
penny stock are suitable for the customer and must make special disclosures to
the customers concerning the risk of penny stocks. Application of the penny
stock rules to our common stock could adversely affect the market liquidity of
the shares, which in turn may affect the ability of holders of our common stock
to resell the stock.

A SIGNIFICANT NUMBER OF OUR SHARES ARE OR WILL BE ELIGIBLE FOR FUTURE SALE,
WHICH MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.

         As of April 12, 2002, 9,300,000 shares of our common stock, 600,000
options and 830,000 warrants were outstanding. Sales of a substantial number of
shares of our common stock in the public market or the exercise of a substantial
number of options or warrants to purchase shares of our common stock, or the
perception that such sales or exercises might occur, could cause the market
price of our common stock to decline. All of the shares offered for sale by the
selling shareholders under this prospectus will be freely tradable as will be
the shares distributed by Cambridge except for the shares distributed to Gregory
Pusey, who is also a director of AspenBio.

BECAUSE ONE OF OUR SHAREHOLDERS OWNS MORE THAN 45% OF OUR COMMON STOCK, HE
SHOULD BE ABLE TO DETERMINE THE OUTCOME OF ALL MATTERS SUBMITTED TO OUR
SHAREHOLDERS FOR APPROVAL, REGARDLESS OF THE PREFERENCES OF THE MINORITY
SHAREHOLDERS.

         Roger D. Hurst currently owns 45.7% of our outstanding common stock.
Accordingly, it is expected that he will have the ability to control all matters
affecting AspenBio, including the composition of our board of directors, any
determinations with respect to mergers, or other business combinations, our
acquisition or disposition of assets and our financings. In addition, Mr. Hurst
should be able to prevent or cause a change in control of our company and may be
able to amend our articles of incorporation and bylaws without the approval of
any other shareholder. His interests may conflict with the interests of our
other shareholders.



                                      -5-
<PAGE>

WE DO NOT CURRENTLY HAVE INSURANCE THAT COVERS PRODUCT LIABILITY.

         Our insurance policies do not currently cover claims and liability
arising out of defective products. As a result, if a claim is brought against
us, we would not have any insurance that would apply and would have to pay any
costs directly. Because our products have only been used as part of diagnostic
test kits, we did not believe that this insurance would be necessary. However,
as we expand into other products, the risk of claims will increase and we will
need to evaluate the need to obtain insurance.

IF WE FAIL TO OBTAIN FDA APPROVAL, WE CANNOT MARKET CERTAIN PRODUCTS IN THE
UNITED STATES.

         Therapeutic products to be used by humans must be approved by the FDA
prior to marketing and sale. This would apply to our plan to market PZI to human
diabetics. In order to obtain approval, we must complete extensive clinical
trials and comply with numerous standards; this process can take substantial
amounts of time to complete. Even if we complete the trials, FDA approval is not
guaranteed. FDA approval can be suspended or revoked, or we could be fined,
based on a failure to continue to comply with those standards.

         FDA approval is also required for therapeutic products that will be
used on animals prior to marketing and sale, and can also require considerable
time to complete. New drugs for companion animals must receive New Animal Drug
Application approval. This type of approval would be required for the use of PZI
for treatment of feline diabetes and for our therapeutic equine protein
products. The requirements for obtaining FDA approval are similar to those for
human drugs described above and may require similar clinical testing. Approval
is not assured and, once FDA approval is obtained, we would still be subject to
fines and suspension or revocation of approval if we fail to comply with FDA
requirements. We plan to file a compassionate drug exemption application for the
use of PZI, so that we can manufacture and use PZI while the FDA is conducting
the more comprehensive review. However, the interim approval is also not
guaranteed and could delay marketing of PZI until the New Animal Drug
Application is approved.

IF WE FAIL TO OBTAIN REGULATORY APPROVAL IN FOREIGN JURISDICTIONS, THEN WE
CANNOT MARKET OUR PRODUCTS IN THOSE JURISDICTIONS.

         We plan to market some of our products in foreign jurisdictions.
Specifically, we plan to aggressively market the bovine pregnancy test in
foreign jurisdictions and may market our therapeutic products to foreign
jurisdictions, as well. We may need to obtain regulatory approval from the
European Union or other jurisdictions to do so and obtaining approval in one
jurisdiction does not necessarily guarantee approval in another. We may be
required to conduct additional testing or provide additional information,
resulting in additional expenses, to obtain necessary approvals.

                           FORWARD-LOOKING STATEMENTS

         Various statements that we make in this prospectus under the captions
of "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis
of Financial Condition and Results of Operation," "Business" and elsewhere in
this prospectus are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933. These forward-looking statements involve
known



                                      -6-
<PAGE>

and unknown risks, uncertainties and other factors that can cause the actual
results, performance or activities of our business, or industry results, to be
materially different from any future results, performance or activities
expressed or implied by the forward-looking statements. These factors include:
general economic and business conditions, our financial condition, competition,
our dependence on other companies to commercialize, manufacture and sell
products using our technologies, the uncertainty of results of animal and human
testing, the risk of product liability, our dependence on patents and other
proprietary rights, dependence on key management, the availability and cost of
capital, the availability of qualified personnel, changes in, or the failure to
comply with, governmental regulations, failure to obtain regulatory approvals
for our products and other factors discussed in this prospectus.

         Many of these factors are beyond our control. We caution potential
investors that any forward-looking statements made by us are not guarantees of
future performance. We disclaim any obligation to update any such factors or to
announce publicly the results of any revisions to any of the forward-looking
statements to reflect future events or developments.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares of
common stock offered by the prospectus. Any proceeds from the sale of the shares
offered pursuant to this prospectus will be received by the selling
shareholders.

                                 DIVIDEND POLICY

         We have never paid a cash dividend on our common stock, and we do not
intend to pay cash dividends for the foreseeable future. Instead, we currently
plan to retain all earnings, if any, for use in the operation of our business
and to fund future growth.

                                 CAPITALIZATION

         The following table sets forth our actual capitalization as of December
31, 2001. We will not receive any of the proceeds from the sale of our common
stock held by the selling shareholders; thus, no pro forma information has been
provided for such sale by the selling shareholders.

         This table should be read in conjunction with the "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements in the accompanying notes and other financial
information in this prospectus.

<Table>
<Caption>
                                                                                                 December 31, 2001
                                                                                                 -----------------

<S>                                                                                              <C>
Cash..............................................................................               $    423,765
Liabilities:
   Current liabilities............................................................                    407,437
   Long-term debt.................................................................                    320,921
                                                                                                 ------------
     Total liabilities............................................................                    728,358
                                                                                                 ------------
Shareholders' Equity:
   Common stock, 15,000,000 shares authorized:  8,800,000 issued..................                  1,217,927
   Retained earnings..............................................................                     37,952
                                                                                                 ------------
     Total shareholders' equity...................................................                  1,255,879
                                                                                                 ------------
     Total capitalization.........................................................              $   1,984,237
                                                                                                =============
</Table>



                                      -7-
<PAGE>

         The common stock data excludes common stock reserved for issuance under
our outstanding stock options. As of April 12, 2002, there were outstanding: (i)
options to purchase 200,000 shares at an exercise price of $1.00 per share, (ii)
options to purchase 400,000 shares at an exercise price of $1.25 per share, and
(iii) warrants to purchase 830,000 shares at an exercise price of $1.00 per
share.




                                      -8-
<PAGE>



                             SELECTED FINANCIAL DATA

The selected data presented below for the year ended December 31, 2001 and for
the period from inception to December 31, 2000, have been derived from financial
statements of the Company, which financial statements have been audited by
independent accountants. The selected data presented below for the predecessor
company, Vitro Diagnostics, Inc. as of and for the years ended October 31, 2000,
1999, 1998 and 1997, has been derived from financial statements audited by
independent accountants. This information should be read in conjunction with the
"Financial Statements" and "Management's Discussion And Analysis Of Financial
Condition And Results Of Operations" included elsewhere in this prospectus. The
selected financial date provided below are not necessarily indicative of the
future results of operations or financial performance of the Company.


<Table>
<Caption>

                                             AspenBio, Inc
                                       ---------------------------                    Vitro Diagnostics, Inc.
                                                                                (Predecessor Financial Statements)
                                        Year ended    Inception to                    Years ended October 31,
                                       December 31,   December 31,    --------------------------------------------------------
                                           2001           2000           2000           1999            1998            1997
                                       ------------   ------------    -----------    -----------    -----------    -----------

<S>                                    <C>            <C>            <C>            <C>            <C>            <C>
INCOME STATEMENT DATA
 Revenues                              $ 1,123,269    $   288,910    $   821,564    $   835,452    $ 1,232,244    $   650,846
 Gross profit                              962,109        220,674        474,960        546,887        769,425        391,510
 Selling, general and administrative       494,680        181,116        456,451        350,119        295,029        417,814
 Research and development                  160,943         28,101        407,295        276,484         52,209         81,579
 Depreciation and amortization             109,488         45,025         14,346         13,763         14,897         15,245
 Net income (loss)                     $   101,184    $   (63,232)   $  (407,563)   $  (140,803)   $   374,487    $  (144,445)

 Net income (loss) per share           $      0.01    $     (0.01)            (1)            (1)            (1)            (1)

BALANCE SHEET DATA
 Working capital                       $   715,032    $   143,623    $  (125,101)   $   678,029    $   367,550    $    11,945
 Property and equipment, net               202,018        228,601             --         31,076         26,886         27,990
 Intangible assets                         619,965        624,978        149,720        103,335         54,725             --
 Total assets                            1,984,237      1,280,998        763,144        936,393        764,670        496,670
 Long term debt                            105,432        320,921        586,859             --             --             --
 Stockholders' equity                    1,255,879        436,768        724,322        770,465        507,968        133,481

OPERATING AND OTHER DATA
 Cash flow from operations             $  (111,420)   $    86,062    $  (143.345)   $  (241,760)   $    64,389    $   (46,079)
 Cash flow from investments                (71,600)      (250,000)       626,573        (73,065)       (68,518)       (10,619)
 Cash flow from financing                  499,195        271,528         61,905        363,364          7,635         26,598
</Table>


(1)   Not comparable to continuing results.




                                      -9-
<PAGE>


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

BACKGROUND

         Under an agreement dated August 7, 2000, and effective for accounting
purposes as of July 31, 2000, we acquired all of the diagnostic assets and
operations of Vitro Diagnostics, Inc. Our President and principal shareholder is
a former officer and continuing shareholder of Vitro. We paid $700,000 for these
assets, of which $250,000 was paid in cash and $450,000 was paid pursuant to a
promissory note. We paid the note to Vitro Diagnostics in full in 2000. We also
assumed the liabilities of Vitro Diagnostics associated with the diagnostic
operations.

         Our operations focus 1) on the purification and sale of human antigens
and 2) on the development of new products and processes using proprietary
techniques and expertise that we have developed. The antigens sold are used as
raw materials for the diagnostic testing industry. We sell the antigens to a
number of customers for use in diagnostics kits, standards and controls,
antibody production and research. We sell to approximately 150 customers through
our own marketing efforts, independent brokers and distributors. While our
customer base is quite broad, generally a limited number of customers comprise a
significant portion of our total annual sales. Our research and development
activities are primarily performed internally on new product technology secured
through our relationships with various universities, or opportunities derived
from the marketplace.

         We were formed to consummate the Vitro Diagnostics acquisition. The
acquisition has been accounted for under the purchase method of accounting,
whereby the results of the acquired operations are included in our financial
statements from the date of acquisition forward. In order to provide a
meaningful comparison, the following table for comparison purposes only, sets
forth on a pro forma basis for the year ended December 31, 2000, the amounts and
percentages of selected items of revenue and expense, as though the acquisition
of Vitro Diagnostics had been consummated as of the beginning of the year ended
December 31, 2000. The pro forma results are not necessarily indicative if the
results that would have occurred had the acquisition occurred as of January 1,
2000.

<Table>
<Caption>
                                     Actual for year ended        Proforma for year ended
                                       December 31, 2001             December 31, 2000
                                 ---------------------------    ---------------------------
                                     Amount           %            Amount            %
                                 ------------   ------------    ------------   ------------

<S>                              <C>            <C>             <C>            <C>
Sales                            $  1,123,269          100.0%   $    995,000          100.0%
Cost of sales                         161,160           14.4%        163,000           16.4%
Gross profit                          962,109           85.8%        832,000           83.6%

Operating expenses                    604,168           53.9%        564,000           56.7%
Research and development              160,943           14.4%        191,000           19.2%

Operating income (loss)               196,998           17.6%         77,000            7.7%

</Table>



                                      -10-
<PAGE>

RESULTS OF OPERATIONS

Year Ended December 31, 2001 Compared to 2000 Pro Forma

         Sales for the year ended December 31, 2001 totaled $1,123,000, which is
a $128,000 or 13% increase over the 2000 pro forma amount. The majority of the
increase is attributed to a general increase in sales to existing and new
customers, combined with the fact that during the 2000 pro forma period,
management's attention was split between completing the acquisition transaction
and securing sales. Cost of sales in 2001 totaled $161,160; a $2,000 or 1%
decrease as compared to the 2000 pro forma amount. The reduction in cost of
sales resulted from lower costs of raw materials and supplies inventory. Gross
profit percentage improved to 85.8% in 2001, as compared to 83.6% in the 2000
pro forma period. The improvement resulted from tighter cost controls combined
with higher sales level spread over certain fixed costs.

         Operating expenses in 2001 totaled $604,168, which is a $40,000 or 7%
increase as compared to the 2000 pro forma amount. The increase in operating
expenses related to the fact that while sales volume increased and the general
level of costs increased, management implemented tighter expense controls
following the acquisition, which offset the impact of certain higher expenses.
Research and development expenses in 2001 totaled $160,963, a $30,000 or 16%
decrease as compared to the 2000 pro forma amount. The reduction in research and
development expenses resulted primarily from tighter expense controls following
the acquisition.

         Operating income increased to $196,998, a $120,000 or 156% increase
over the 2000 pro forma amount. The improvement resulted from a combination of
higher sales levels and tighter expense controls, as discussed above.

         Interest expense has remained generally consistent on an annualized
basis between the periods.

         Income taxes have not been a significant item in our income statement
due to the low level of income combined with our S-Corporation status which was
effective through July 31, 2001. We have not had any significant deferred tax
differences between the financial reporting and income tax basis of assets and
liabilities. The future amortization for income tax purposes of the cost in
excess of value of purchased assets that arose from the Vitro acquisition will
begin to generate a deferred tax difference, since as of January 1, 2002, such
"goodwill" will no longer be amortized for financial reporting purposes, but
will be evaluated for impairment.

LIQUIDITY AND CAPITAL RESOURCES

         The acquisition of Vitro effective as of July 31, 2000, was primarily
financed through debt and equity provided to us by our President and principal
shareholder. In August 2000 we made a note to our President for $400,000 payable
with interest at 8% per annum. We repaid $192,000 in January 2002 and expect to
repay an additional $30,000 in April 2002. At our request, the Note has been
amended to provide for annual installments of principal and interest of $50,000
on April 2003 and 2004, with final payment of all principal and interest in
April 2005. We may prepay the note without penalty.



                                      -11-
<PAGE>

         Working capital as of December 31, 2001 totaled $636,000, an increase
of $492,000 over the comparable working capital amount as of December 31, 2000.
The increase was primarily attributable to the issuance of common stock for cash
during 2001. In March 2002, the Company received the $300,000 balance due under
the stock purchase agreement with Cambridge made in December 2001.

         During 2002 cash requirements are anticipated to consist of continuing
principal payments under existing long-term debt obligations and if we are
successful in securing a new lease on different facilities, the cash required to
relocate and expand. It is currently anticipated that a new lease arrangement
may involve a building to be built and leased to us by our President and
principal shareholder. In order to continue to rely on our current capital
resources, we will need to continue to have our President's cooperation in
extending the due date of the approximate remaining balance of the $242,000 note
payable due him. The President has agreed that the note will not be declared due
by him prior to 2003.

         We have a $50,000 line of credit with a bank, of which $38,800 was
outstanding as of December 31, 2001. Depending upon the level of cash required
for relocation, should such an arrangement be consummated, and working capital
required for supporting increases in our sales levels and cash required for
continued product development, we may need to secure an expanded line of credit
during 2002. We have not begun such discussions, as the current level of
available cash and cash from sales of common stock has been sufficient to fund
current needs.

Operating Activities

         Net cash outflows from operating activities consumed approximately
$111,000 during the year ended December 31, 2001, as compared to providing
$86,100 in the 2000 short period, a reduction of $197,100. Net income
improvement contributed $164,000 to the difference, in addition to the $137,000
non-cash expense in 2001 related to the charge for stock issued to employees for
compensation. This was offset by an approximate $557,000 increase in the cash
required to fund working capital items in 2001 as compared to the 2000 short
period amount. The continued investment in working capital relates principally
to continued increases in accounts receivable and inventories to support
continued and anticipated growth.

Investing Activities

         Net cash outflows from investing activities consumed approximately
$72,000 during the year ended December 31, 2001, primarily for acquisitions of
long-lived assets. During the 2000 short period, approximately $250,000 was
consumed primarily in the acquisition of the assets of Vitro.

Financing Activities

         Net cash provided by financing activities contributed $499,000 in the
year ended December 31, 2001, while during the 2000 short period $272,000 was
contributed. During 2001 $581,000 in cash was generated through the sales of
common stock for cash, while $82,000 was used for debt reduction. During the
2000 short period, borrowings generated $794,000, in addition to $500,000 from
the sale of common stock, net of $1,022,000, which was used for debt reduction.



                                      -12-
<PAGE>

Recent Accounting Pronouncements

         The Financial Accounting Standards Board (FASB) has recently issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, SFAS No. 142, Goodwill and Other Intangible Assets, SFAS No. 143,
Accounting for Asset Retirement Obligations and SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets.

         SFAS No. 141, Business Combinations, requires the use of the purchase
method of accounting for all business combinations initiated after June 30,
2001. SFAS No. 142, Goodwill and Other Intangible Assets, addresses accounting
for the acquisition of intangible assets and accounting for goodwill and other
intangible assets after they have been initially recognized in the financial
statements, which is effective for fiscal years beginning after December 15,
2001; however, certain provisions of this Statement apply to goodwill and other
intangible assets acquired between July 1, 2001 and the effective date of SFAS
142.

         Major provisions of these Statements and their effective dates for us
are as follows:

         o        All business combinations initiated after June 30, 2001 must
                  use the purchase method of accounting, with the pooling of
                  interest method of accounting prohibited.

         o        Intangible assets acquired in a business combination must be
                  recorded separately from goodwill if they arise from
                  contractual or other legal rights or are separable from the
                  acquired entity.

         o        Goodwill, as well as intangible assets with indefinite lives,
                  acquired after June 30, 2001, will not be amortized. In the
                  year of adoption, all previously recognized goodwill and
                  intangible assets with indefinite lives will no longer be
                  subject to amortization.

         o        Goodwill, tested by business segment and intangible assets
                  with indefinite lives will be tested for impairment annually
                  and whenever there is an impairment indicator.

         Management will adopt SFAS No. 141 and 142 as of January 1, 2002, and
anticipates that the impact on the 2002 financial statements will be a reduction
in annual amortization expense of approximately $28,000.

         SFAS No. 143, Accounting for Asset Retirement Obligations, addresses
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. SFAS No.
143 will be effective for us for the fiscal year beginning January 1, 2003 and
early adoption is encouraged. SFAS No. 143 requires that the fair value of a
liability for an asset's retirement obligation be recorded in the period in
which it is incurred and the corresponding cost capitalized by increasing the
carrying amount of the related long-lived asset. We estimate that the new
standard will not have a material impact on our financial statements but we are
in the process of evaluating this impact.

         SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, is effective for us on January 1, 2003, and addresses accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144
supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of and APB Opinion No. 30, Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business. SFAS No. 144 retains the





                                      -13-
<PAGE>

fundamental provisions of SFAS No. 121 and expands the reporting of discontinued
operations to include all components of an entity with operations that can be
distinguished from the rest of the entity and that will be eliminated from the
ongoing operations of the entity in a disposal transaction. We estimate that the
new standard will not have a material impact on our financial statements but we
are in the process of evaluating this impact.


                                    BUSINESS


DEVELOPMENT OF BUSINESS

         AspenBio is a leading purifier of human and animal antigens. AspenBio
was founded to acquire the antigen business from Vitro Diagnostics, Inc. in
August 2000 and to leverage that base of operations and technology to develop
new products with substantial market potential. Our management team had been
conducting this business at Vitro Diagnostics since 1990. Many new products have
been developed since the acquisition.

         Our human diagnostic antigen division is currently our core business
and, taking into account the operations while this division was part of Vitro
Diagnostics, this part of our business has been in operation since 1990. We have
continued to expand this part of our business since it became part of AspenBio.
We manufacture over thirty products. Our products are used as standards and
controls in diagnostic test kits, antibody purification and in research
projects.

         In the human body, antigens trigger formation of antibodies, which can
fight disease or provide immunity. Diagnostic test kits detect and measure the
presence of different substances in patients' bodily fluids or tissues. The
purified proteins we provide are used as controls in these test kits, so that
the medical personnel using the test kit can confirm that the test is
functioning properly. While the test kit is measuring the presence or levels of
certain antigens in patients' fluids or tissues, our purified protein provides a
known presence of the antigen. If the test kit registers the presence of the
antigen we provide, then the medical personnel know that the test kit is
functioning properly.

         We are developing products using purified proteins for diagnosis and
treatment of animals. We can generate proteins that will react to the presence
of certain substances in animals' bodily fluid and tissues, in the same way that
our human antigens would react.

         Our strategy is to search for niches that we can dominate with our
purification abilities. We are focusing on expanding our business into other
uses of purified proteins, principally for diagnosis and treatment of humans and
animals. An important factor in the diagnostics business is the vastly reduced
times required from product conception to saleable product as compared to
therapeutic products which often require many years to market, as they require
FDA approval.

         The first new product expected to come to market is an antigen
pregnancy test for dairy and cow/calf operators designed to indicate if a cow is
pregnant between days 15 and 32 after artificial insemination (AI). Management
believes this test has large market potential because, according to the



                                      -14-
<PAGE>

USDA Selected Country AI Report of 2000, there is a population of cows that are
artificially inseminated which exceeds 100,000,000. Of this population, we
estimate that a population of approximately 77,000,000 cows could be reached by
our marketing and distribution, taking into account the political and logistical
barriers to penetrating foreign markets. There is a subsegment of this market
that includes cows in timed or synchronized breeding programs. Because the first
attempt at AI is often unsuccessful, cows in breeding programs are often
inseminated more than once and our test would then be used more than once for
each cow. We have estimated that these programs could require as many as
14,000,000 tests per year to enhance their pregnancy rates. The advantage of
using our 15-32 day test is it enables the breeder to potentially re-inseminate
a cow within the same cycle as the first insemination. The benefits to the
breeder are reduced feeding, quicker generation of calves, greater milk
production for dairies and greater return on investment. This test determines
the pregnancy status of cows within 15 days of insemination, which is much more
quickly than other available tests or methods. The dairy and cattle industries
use AI to manage the reproduction of their herds, so we believe that a test that
allows them to determine if the AI has been successful faster will be of benefit
to their herd management. We entered into licensing agreements with the
University of Idaho and the University of Wyoming in Fall, 2001, to make sure
that we have exclusive rights to manufacture the protein used in the bovine
pregnancy test kit. We have filed two provisional patent applications, as well
as a trademark application for "Surbred", the name of the bovine pregnancy test
kit. This technology has been in development for 12 years at the universities.
We have also developed a second bovine pregnancy test that will indicate
pregnancy from 35 days after insemination. This test could be useful to the
cattle auction industry, so that they can determine whether a cow is pregnant
prior to sale and determine use of the cow after sale. We believe that both
tests can also be used for other types of ungulates (such as sheep, pigs, goats
and elk). We are currently assessing the markets for the additional tests.

         Another product we are developing that we believe has significant
potential is a recombinant form of bovine/porcine insulin known as PZI. Our
initial plan for this product is for sales to feline owners under a
compassionate drug exemption from the FDA. We also expect to apply to the FDA
for full drug approval. We plan to form an alliance with a larger medical
company to fund this approval process. Ultimately, we intend to seek approval
from the FDA for use in humans. According to the American Diabetes Association
there are approximately 300,000 human diabetics whose bodies perform better on
bovine/porcine insulin than the recombinant human form of insulin currently
available in the market for them.

         Our other projects include purifying and culturing an antigen known as
carcinoembryonic antigen (CEA) as part of National Cancer Institute studies to
develop a vaccine for colon cancer. We manufacture an antigen known as CEA as
part of National Cancer Institute studies to develop a vaccine for colon cancer.
If CEA can cause a person to form antibodies that will ultimately provide
immunity to colon cancer, then it can be used to create a colon cancer vaccine.
The possibility of such a vaccine is currently being developed by the National
Cancer Institute, through research performed by universities. We provide
purified CEA to be used in the research and have filed a patent application to
protect our purification process.

         We are also developing equine proteins to diagnose and treat problems
or potential enhancements to fertility, lactation, thyroid and wounds.
Preliminary results experienced by doctors in the field experimenting with our
products have yielded encouraging results. Limited research and development is




                                      -15-
<PAGE>

ongoing at a recognized horse breeding farm in Kentucky. The proteins we create
could work to diagnose hormone levels related to horses' fertility and other
health issues, and could then also be used to treat the horses if the diagnosis
indicates that treatment is necessary.

PRODUCTS AND STATUS OF PRODUCTS

         HUMAN ANTIGENS - We currently manufacture more than thirty human
antigens and tumor markers. These are proteins that we manufacture from human
tissues and fluids, using our proprietary purification processes, so that they
are in an especially pure form. These proteins are used as part of diagnostic
test kits. The test kits diagnose tumor marker levels within the blood or
hormone imbalances by measuring the presence and/or levels of certain proteins.
The proteins supplied by AspenBio are used to determine whether the test is
functioning correctly. We have manufactured human antigen products since 1990
and can produce additional proteins through our purification process.

         We are also manufacturing CEA, as part of a colon cancer vaccine. This
protein is manufactured for the National Cancer Institute and research
universities that conduct the National Cancer Institute's research. The colon
cancer vaccine is expected to be part of Phase III studies that are currently
anticipated to take place in 2003. This protein would have a therapeutic use, as
opposed to the diagnostic use of our other human antigen products. The CEA is
currently in production and is to be sold to various investigators associated
with the NIH research program.

         In order to distribute our human antigen products, we manufacture the
purified proteins at our facility, then lyophilize (freeze dry) the ingredients
contained in a glass vial . We then send the products out to customers in vials
with tops that allow the use of a syringe to reconstitute the product enabling
the end user to remove and use the products.

         UNGULATE PREGNANCY TEST - The ungulate pregnancy test initially
determines the pregnancy status of cows within days 15-32 of artificial
insemination and day 35 to termination of pregnancy. Pregnancy is necessary for
milk production and the dairy industry relies on artificial insemination to
increase pregnancy rates. The pregnancy tests (ultra sound and palpation) in use
right now can determine the pregnancy status of cows within 35 to 40 days of
insemination. Also, palpation includes a risk of inducing an abortion of the
calf. The test kit we intend to produce would permit pregnancy status to be
determined sooner, which, in turn, would permit a herd manager to repeat the
artificial insemination process at an earlier date on cows determined not to be
pregnant. Our test also does not include any physical risk to the calf. We
believe pregnancy in other hoofed animals can be determined using the same
antigen. We have also developed a bovine pregnancy test that is designed to
determine if a cow is pregnant 35 days or more after insemination. This would
permit herd managers and participants in the cattle auction industry to confirm
that a cow is still pregnant. The pig, elk, bison, and sheep industries also
utilize artificial insemination, so we plan to develop these pregnancy test
kits, as well. We are currently conducting initial clinical testing on the 15-30
day bovine pregnancy test kit and expect that it will be available to market
this year. If our continuing development efforts and marketing assessments are
satisfactory to us, we plan to have the 35 plus day bovine pregnancy test kit
available later in 2002 and the test kits for the other ungulates available in
2003.



                                      -16-
<PAGE>

         The bovine pregnancy test consists of a plastic cartridge containing a
membrane which has been sprayed with an antibody. The antibody was created from
rabbits and mice that were exposed to a specific purified antigen manufactured
at AspenBio. Once a blood sample from a cow is exposed to the antibody on the
membrane it will cause the strip to change color indicating the presence of a
certain antigen which is only present in the blood of a cow pregnant either day
15- 32 or day 35 to termination of pregnancy depending which test is used. The
test strip will be sealed in a foil package along with a syringe and needle for
drawing the blood sample to place on the strip.

         In order to create the test kits, we would initially produce the active
ingredients and send them to a company that manufactures test strips. This
company would place the active ingredients onto the test strips. The
manufacturer would ship the pregnancy test kits to our warehouse for
distribution. We are evaluating manufacturing the tests strips in house, once
the volume warrants it and we have relocated into a new facility.

         INSULIN/PZI - We have developed a recombinant form of bovine and
porcine insulin, which is commonly referred to as PZI. PZI was previously
manufactured by Eli Lilly and was used for treatment of human diabetes, until it
was phased out of production in the mid-1990s and replaced by recombinant human
insulin. We expect to use PZI initially for treatment of feline diabetes. The
available human insulin does not successfully replace the cat's own insulin and
bovine insulin is more similar in molecular structure to feline insulin. We are
currently working to create a recombinant form of PZI that exactly matches the
PZI previously manufactured by Eli Lilly. We hope to begin selling PZI in Fall,
2002, if we can obtain a compassionate drug exemption from the Food and Drug
Administration to begin manufacturing and marketing PZI while formal approval is
pending. We can apply for a compassionate drug exemption based on the need for
PZI to treat feline diabetes when there are no other comparable products. Based
on our investigation of this process, we are hopeful that we will be able to
obtain an exemption. Initially, the manufacture and bottling of PZI will be done
by an outside entity because of clean room and FDA requirements. We desire to
enter into arrangements for marketing the products with a pharmaceutical company
prior to manufacturing them, and preliminary work has been undertaken to locate
an interested company. We are also exploring joint venture or other partnering
opportunities for reintroducing PZI to the human diabetes market.

         We would produce PZI using AspenBio technology at a facility that meets
the industry standard of good manufacturing practices (GMP). The GMP facility
would then ship the products directly to our customers, to a warehouse for
storage or to distributors.

         EQUINE PROTEINS - The purified equine protein products we are
developing would have both diagnostic and therapeutic uses for horses. We began
purifying equine pituitary-derived antigens in 2001, and are currently working
on development of diagnostic test kits and recombinant antigens. The diagnostic
test kits can be used to measure hormone levels affecting fertility, thyroid,
growth and lactation. Uses of the recombinant antigens include inducing
fertility, improving healing of wounds, and inducing lactation. The purification
processes we use for the human antigens can be used in manufacturing equine
proteins. The therapeutic use of the equine proteins is currently in limited
testing on horse farms. The results to date based on discussions with the
doctors in the field have been encouraging. AspenBio's preliminary products
appear to solve some of the therapeutic problems related to problem breeding
situations in horses. We have manufactured preliminary batches of antigens



                                      -17-
<PAGE>

anticipated to be used in equine test kits. If we determine to market these
kits, we would probably try to enter into a distribution agreement with a
pharmaceutical company. We expect to make a decision regarding release of these
test kits in 2003. Provided the positive results we have experienced to date in
our preliminary research continues, the recombinant antigens should be available
in 2003, and applications submitted to the FDA in 2004 assuming we are able to
partner with another company in the pharmaceutical business.

RAW MATERIALS

         The human antigens are purified from human tissue or fluids. We have
several sources available for the materials needed. The CEA is produced from a
cell line and so does not require any outside materials.

         We have recombinant sources for both the protein for the bovine
pregnancy test and the PZI. We will initially utilize tissue from slaughter
houses for the equine protein products. We have also cultured cell lines and
recombinant material for both human and animal proteins, which can be used for
therapeutic applications, when produced in a GMP facility. Ultimately, we expect
that this type of production will replace the need for tissue or fluids as a
source material thereby reducing the chance of contamination from possible
impurities.

INTELLECTUAL PROPERTY

         We have not filed patents for our human diagnostic antigens, although
we treat our protein purification process as proprietary. Much of the
purification work is considered an art form and the processes are trade secrets.
We have filed for a patent on the process used to purify the CEA for the colon
cancer vaccine, because we anticipate that, if successful, the vaccine will be
widely used and we will need to protect AspenBio's part in the development.

         With respect to the ungulate pregnancy test, we entered into exclusive
licensing agreements with the University of Idaho and the University of Wyoming
in fall, 2001, for the manufacture, use, sale and distribution of the proteins
used in the test. We have titled the pregnancy test "Surbred" and have applied
for a trademark to protect the name. We have also filed a provisional patent
application for the bovine pregnancy test. We have taken these steps because we
believe that the potential widespread use of the ungulate pregnancy test
requires protection of our product.

         Due to its previous manufacture by Eli Lilly, PZI is not a patentable
product and we have not filed a patent on the protein purification process. Due
to the status of development to date, we have not filed patent applications with
respect to the equine protein products.

MARKETING/COMPETITIVE CONDITIONS

PRODUCT MARKETS

         HUMAN DIAGNOSTIC ANTIGENS - The total market for human antigens and
tumor markers is approximately $2 million, annually. We currently control
approximately 60% of the market, although we do not expect significant
additional growth in market share. All of our revenues to date have come from



                                      -18-
<PAGE>

sales of these products. We expect to continue adding products to our diagnostic
protein line. Our primary competitor for supply of human pituitary antigens is
Dr. Albert Parlow, a professor at UCLA, but we believe that we have displaced
Dr. Parlow as the largest supplier.

         UNGULATE PREGNANCY TEST - The available bovine pregnancy tests cannot
determine pregnancy status until at least 30 days from insemination. Testing by
palpation includes a risk of aborting the calf and testing by using a blood test
requires the use of a centrifuge. Our 15-32 day bovine pregnancy test is
designed to determine status sooner, does not involve a physical risk to the
calf and does not require a centrifuge. According to the USDA Selected Country
AI Report of 2000, the population of cows that are artificially inseminated
exceeds 100 million. However, due to the political and logistical barriers to
penetrating certain markets, we estimate that a population of approximately 77
million cows is reasonably accessible to potential use of our product. Further,
there is a population of approximately 10 million cows that are in timed or
synchronized breeding programs. Because the first attempt at artificial
insemination is often unsuccessful, cows in breeding programs are often
inseminated more than once, so our test would then be used more than once for
each cow. Based on these markets, we have estimated a market of approximately
100 million bovine pregnancy tests annually, at $5.00 per test translating to a
potential market of up to $500 million. The most readily accessible market, the
timed or synchronized breeding programs, represents approximately 16 million
tests annually (10 million cows with 60% re-inseminated and retested), which
would be a market of approximately $68 million annually.

         We are currently assessing the potential markets for the bovine
pregnancy test to be used 35 days or more after insemination and for pregnancy
tests of other ungulates. We will compete against the current pregnancy methods
and tests for the bovine market, as well as in the ovine and porcine market.

         INSULIN/PZI - PZI is not currently distributed in the United States by
any other companies, so we do not expect that we will have competition in this
area. We are developing PZI as a product for the feline diabetes market at the
request of Blue Ridge Pharmaceuticals. According to a study conducted by Idexx,
there are currently 66 million cats in the U.S. and approximately 20% are
expected to suffer from diabetes. We estimate this market to be approximately
$15 million annually once FDA approval is obtained for general distribution.
Also, according to the American Diabetes Association, there are approximately
300,000 human diabetics whose bodies perform better on bovine/porcine insulin
than the recombinant human form of insulin currently available. These people
would create another market for PZI if we can obtain the necessary FDA approvals
and partner with a pharmaceutical company.

         EQUINE PROTEINS - Equine diagnostic kits and hormones for therapeutic
use are not currently commercially available, so we do not expect to encounter
competition in this market. Based on information developed by Dr. Clara
Singular, an independent consultant and doctor of veterinary medicine, we
estimate a $10 million annual market for therapeutic use of proteins to induce
fertility in horses and a $7 million annual market for diagnostic use of
proteins to measure thyroid function.

CUSTOMERS/MARKETING

         HUMAN ANTIGENS DIVISION - The customers for our human antigen products
are the manufacturers of the diagnostic test kits and research facilities and
brokers who sell to these same end users. In this area, we have a number of
large customers. Monobind and Golden West Biologics, which are brokers, account





                                      -19-
<PAGE>

for approximately eleven percent (11%) and thirteen percent (13%) of our
business, respectively. Bio Rad, an end user, accounts for approximately
thirty-five percent (35%) of our business. The loss of these customers could
have a material adverse effect on this division of our business.

         The National Cancer Institute, through the universities that conduct
its research, are also customers for the purchase of CEA.

         UNGULATE PREGNANCY TEST - The customers for our bovine pregnancy test
will be primarily the artificial insemination (AI) providers. The AI providers
include three general categories of business: (1) pharmaceutical companies
selling prostaglandins, which are used to induce estrus in cows to be
artificially inseminated; (2) pharmaceutical companies selling cattle semen and
providing the actual AI services; and (3) AI equipment manufacturers and
suppliers. There are a limited number of these AI providers, who service the
dairy industry. We would expect the AI providers to market the products, as
well. We also expect that industry trade associations would market the bovine
pregnancy test, by endorsing the product and then receiving compensation based
on the value realized from such endorsements. We would be involved in marketing
the bovine pregnancy test, as well, but do not expect to be primarily
responsible. We would anticipate a similar customer base and marketing approach
for the other ungulate pregnancy tests when they are developed. AspenBio is in
discussions with a number of companies positioned to effectively distribute
these products.

         INSULIN/PZI - We anticipate that the ultimate customers for the PZI
would be veterinarians and cat owners. We plan to seek to enter into an
agreement with a pharmaceutical company for marketing and distribution if we can
develop recombinant PZI that matches the PZI manufactured by E.I. Lilly. If we
pursue approval to sell PZI to human diabetics, then they would provide an
additional customer base. We would expect to enter into arrangements with a
pharmaceutical company for marketing and distribution of PZI if such an expanded
use is possible.

         EQUINE PROTEIN - We anticipate that the ultimate customers for the
equine protein products would be veterinarians and horse owners. However, we
anticipate entering into agreements with a pharmaceutical company for marketing
and distribution if the clinical testing is successful.

GENERAL OPERATIONS

         BACKLOG AND INVENTORY - Our business in not seasonal in nature, so we
expect demand to remain relatively steady. Because we produce proteins on
demand, we do not maintain a backlog of orders. We have reliable sources of raw
materials, do not require significant amounts of raw materials, and can
manufacture all of our protein products (other than CEA, which is made from its
own cell line). As a result, we do not expend large amounts of capital to
maintain inventory.

         PAYMENT TERMS - Because we currently act as a supplier to manufacturers
of test kits and research facilities, we do not provide extended payment terms.

         REVENUES - The vast majority of our revenues come from domestic
customers. Less than 2% of our revenues come from foreign customers.

         EMPLOYEES - We currently have eight full-time employees. We will hire
additional personnel as needed depending upon the implementation and success of
our new product lines.



                                      -20-
<PAGE>

RESEARCH AND DEVELOPMENT

         For the period from August, 2000, through December 31, 2000, we spent
$28,101 on research and development. For fiscal year 2001, we spent $160,943 on
research and development. We expect to spend significantly more over the next
few years to develop our new products, primarily on the equine proteins and
ungulate pregnancy tests. We will also continue research and development to
improve and add antigens to the 15-30 day bovine pregnancy test, in order to
improve accuracy and eliminate competition. If we reach an arrangement with a
pharmaceutical company to assess the potential for marketing PZI to humans, we
would also expect to spend research and development funds on those efforts.

COMPLIANCE

FDA

         The Food and Drug Administration (FDA) has regulatory authority over
certain of our planned products. Our existing products require no approvals at
our level.

         HUMAN PATIENTS - FDA approval is required for therapeutic uses of
products. For use on human patients, FDA extensively regulates the testing,
manufacturing, labeling, advertising, promotion, export and marketing of
therapeutic products. A therapeutic product administered to human patients is
regulated as a drug or a biologic drug and requires regulatory approval before
it may be commercialized. This would be applicable to AspenBio if we become
involved in the manufacture of either the colon cancer vaccine or the sale of
PZI to human diabetics.

         Product approvals are granted after extensive clinical trials. Any
product approvals that are granted remain subject to continual FDA review, and
newly discovered or developed safety or efficacy data may result in withdrawal
of products from marketing. Moreover, if and when such approval is obtained, the
manufacture and marketing of such products remain subject to extensive
regulatory requirements administered by the FDA and other regulatory bodies,
including compliance with current Good Manufacturing Practices, adverse event
reporting requirements and the FDA's general prohibitions against promoting
products for unapproved or "off-label" uses. Manufacturers are subject to
inspection and market surveillance by the FDA for compliance with these
regulatory requirements. Failure to comply with the requirements can, among
other things, result in warning letters, product seizures, recalls, fines,
injunctions, suspensions or withdrawals of regulatory approvals, operating
restrictions and criminal prosecutions. Any such enforcement action could have a
material adverse effect on our business. Unanticipated changes in existing
regulatory requirements or the adoption of new requirements could also have a
material adverse effect on our business.

         UNGULATE PREGNANCY TEST - Because the ungulate pregnancy test will be a
diagnostic use only, it will not be subject to FDA regulation. However, we will
make a notification filing with the FDA, which advises the FDA of the expected
uses and labeling of the product.

         PZI/FELINE DIABETES APPLICATION - FDA approval will be necessary for
PZI to be used for treatment of feline diabetes. New drugs for companion animals
must receive New Animal Drug Application approval prior to marketing. The
requirements for such approval are similar to those for



                                      -21-
<PAGE>

human drugs and may require similar clinical testing. We plan to file a
compassionate drug exemption application, so that we can manufacture and use PZI
while the FDA is conducting the more comprehensive review. This application
would be based on the need for PZI to treat diabetic cats and the fact that
there are no comparable products manufactured by a USA company. We expect to
file the application in Spring, 2002, so that we can begin selling PZI in Fall,
2002. We are hopeful that FDA approval will not be difficult to obtain because
PZI was previously approved for this use. If approval is obtained, we would once
again be subject to ongoing regulation, which exposes us to the risks associated
with compliance failures.

         EQUINE PROTEINS - As the equine proteins would have a therapeutic use,
they would require regulatory approval similar to that required for PZI.

ENVIRONMENTAL PROTECTION

         We are subject to various environmental laws pertaining to the disposal
of hazardous medical waste. We contract for disposal of our hazardous waste with
a licensed disposal facility. We do not expect to incur liabilities related to
compliance with environmental laws; however, we cannot make a definitive
prediction.

OTHER LAWS

         We are also subject to other federal, state and local laws, pertaining
to matters such as safe working conditions and fire hazard control.


                                      -22-
<PAGE>


                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

         The following table lists members of our Board of Directors and our
executive officers with the position held by each and their ages as of January
31, 2002. Directors may hold office until removed by resolution of our
shareholders, or their resignation or death. Each executive officer's term of
office continues until the first meeting of the Board of Directors following the
annual meeting of shareholders and until the election and qualification of his
successor. All officers serve at the discretion of the Board of Directors.

<Table>
<Caption>
                  Name                     Age                                  Position
                  ----                     ---                                  --------

<S>                                       <C>     <C>
Roger D. Hurst......................      51      President, Chief Executive Officer and Director
Gregory Pusey.......................      49      Secretary and Director
Gail S. Schoettler..................      58      Director
</Table>


         ROGER D. HURST, the founder of AspenBio, has served as President and
Chief Executive Officer, and as a director, since our formation in July 2000.
From 1988 to the sale of the antigen business from Vitro Diagnostics, Inc. to
AspenBio, Mr. Hurst served as the President and Chief Executive Officer of the
Vitro Diagnostics. Mr. Hurst holds a bachelor's degree from Nebraska Wesleyan
University.

         GREGORY PUSEY is the President of Advanced Nutraceuticals, Inc., a
publicly-held company engaged in manufacturing and marketing of pharmaceutical
products and nutritional supplements. Mr. Pusey has been associated with
Advanced Nutraceuticals, Inc. and its predecessors since 1997. Since 1988, Mr.
Pusey has been the President and a director of Cambridge Holdings, Ltd., a
publicly-held real estate development firm. He has also served as President of
Livingston Capital, Ltd. since 1987 and President and the General Partner of
Graystone Capital, Ltd. from 1987 to 1999, both venture capital firms. Mr. Pusey
holds a B.S. degree in finance from Boston College.

         GAIL S. SCHOETTLER has served as a U.S. Ambassador, Colorado Lt.
Governor, from 1995 to 1999, and Colorado State Treasurer from 1987 to 1995. She
was a trustee of the Public Employees Retirement Association, Colorado's $27
billion pension fund, for eight years. Ambassador Schoettler was a founder and
director of two banks and currently helps manage her family's ranching, vineyard
and real estate businesses. She speaks internationally on politics and business
and writes a column for The Denver Post. She is a trustee of several non-profit
organizations and the recipient of the French Chevalier of the Legion of Honor,
France's highest civilian award. She earned her BA with honors in economics from
Stanford University and her MA and PhD in history from the University of
California at Santa Barbara.

BIOGRAPHIES OF THE FOLLOWING EMPLOYEES ARE INCLUDED IN THIS PROSPECTUS AS THEY
ARE KEY PERSONNEL OF OUR COMPANY.




                                      -23-
<PAGE>

         DR. MARK COLGIN joined AspenBio in 2000 as our Director of Recombinant
Technology. He held post-doctoral positions at Colorado State University from
1996 to 2000 where he was a National Institutes of Health post-doctoral fellow.
His area of post-doctoral research included gene expression, neurvirology and
gene delivery. Dr. Colgin is responsible for the development of our molecular
biology and cell culture products. He holds a bachelor's degree in biochemistry
and a Ph.D in molecular biology from the University of Wyoming.

         CATHY LANDMANN has served as our Director of Laboratory Operations
since our purchase of assets from Vitro Diagnostics in 2000. She worked at Vitro
Diagnostics from 1992 until the sale and developed quality control protocols to
aid in the development of the antigen product line. At AspenBio, she is
responsible for quality control analysis of our products, management of our
laboratory stuff and quality assurance of the production facility. Ms. Landmann
holds a B.S. degree in medical technology from the University of Florida.

         DIANE NEWMAN is our Senior Production Scientist. She joined Vitro
Diagnostics in 1996 and served there until she joined the Company when Vitro
Diagnostics sold the antigen business to AspenBio. Ms. Newman has been
instrumental in developing methods and processes for protein purification. Ms.
Newman is our production manager and also works on new product development. She
holds a bachelor's degree in biotechnology from the University of Nebraska in
Omaha.

DIRECTOR COMPENSATION

         Our directors do not currently receive any cash compensation from us
for their services of members of the Board of Directors. In August 2001, we
issued options to each of Bruce F. Deal, a former director of the Company, and
Gail S. Schoettler to purchase 100,000 shares of our common stock at $1.00 per
share during a five-year period.

EXECUTIVE COMPENSATION

         The following table shows, for the years 1999, 2000 and 2001, the
compensation paid to the Chief Executive Officer and to each executive officer
whose salary and bonuses for their services in all capacities in 2001, exceeded
$100,000. During the year 2000, the compensation was received by these persons
from AspenBio from August through December and from Vitro Diagnostics from
January through July. For the year 1999, all the compensation was received from
Vitro Diagnostics.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                             Annual Compensation                                          Awards          Payouts
                             -------------------                                          ------          -------
                                                                 Other Annual    Restricted                 LTIP         All Other
            Name and                Fiscal  Salary                Compensa-       Stock        Options    Payouts      Compensation
       Principal Position            Year     ($)       Bonus       tion         Awards($)       (#)         ($)           ($)

<S>                                  <C>     <C>        <C>      <C>             <C>           <C>        <C>          <C>
Roger D. Hurst                       2001    64800                   -0-           -0-          -0-         -0-            -0-
President, Chief Executive           2000    57700                   -0-           -0-          -0-         -0-            -0-
Officer,  Secretary and Director     1999    53800                   -0-           -0-          -0-         -0-            -0-
</Table>



                                      -24-
<PAGE>

None of our executive officers holds any options to purchase our common stock.

2002 STOCK INCENTIVE PLAN

         In April 2002, we adopted our 2002 Stock Incentive Plan. The purpose of
the plan is to promote our interests and the interests of our shareholders by
providing participants a significant stake in our performance and providing an
opportunity for the participants to increase their holdings of our common stock.
The plan is administered by the Option Committee, which consists of the Board or
a committee of the Board, as the Board may from time to time designate, composed
of not less than two members of the Board, each of whom shall be a director who
is not employed by us. The Option Committee has the authority to select
employees and consultants (which may include directors) to receive awards, to
determine the number of shares of common stock covered by awards and to set the
terms and conditions of awards. The plan authorizes the grant of options to
purchase up to 900,000 shares of our common stock. In April 2002, we granted
options to purchase 200,000 shares of our common stock to each of two employees.
The options are exercisable in annual installments of one third each at $1.25
per share for a term of ten years. In addition to stock options, we may also
offer a participant a right to purchase shares of common stock subject to such
restrictions and conditions as the Option Committee may determine at the time of
grant. Such conditions may include continued services to us or the achievement
of specified performance goals or objectives. No common stock has been issued
pursuant to the plan.

              CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         We were organized in July 2000 to purchase the antigen business from
Vitro Diagnostics, Inc. The initial capital to complete this purchase and for
the startup for our operations was provided primarily by our President and
principal shareholder, Roger D. Hurst. Mr. Hurst received 4,861,737 shares of
our common stock in consideration of a cash contribution of $470,000. Mr. Hurst
received a promissory note for the $400,000 loaned by him to us of which
$192,000 has been repaid. The remaining principal balance, together with
interest of 8%, is scheduled to be repaid to Mr. Hurst in installments, with all
amounts due on April 30, 2005. We may prepay the note at any time without
penalty.

         Prior to August 1, 2001, we operated as an S Corporation and our
shareholders were taxed on their proportionate share of our taxable income. We
made a distribution in connection with our S Corporation status to all of our
shareholders. We agreed with Roger Hurst not to pay Mr. Hurst his $29,755
distribution and we have made a promissory note in that amount to him which is
payable, with interest at 8% per annum, on April 30, 2005. We may prepay the
note at any time without penalty.

         In November 2000 we leased laboratory equipment and issued a note to a
leasing company for $280,000. The note requires monthly payments of $9,053 and
we are current on our obligations. The note has been personally guaranteed by
Mr. Hurst.

         In 2001, we sold 300,000 shares of our common stock to nine persons for
a total of $300,000. Bruce F. Deal and Gail S. Schoettler, who were then
directors of the Company and members of their immediate families, purchased an
aggregate of 90,000 shares of the 300,000 shares in this offering on the same
terms as other investors.

         In connection with the 2001 private offering, we sent an investor
rights declaration regarding piggyback registration and other rights to the
purchasers. We also prematurely issued stock certificates to these purchasers
prior to filing amended articles of incorporation with the Colorado Secretary of
State to increase our authorized shares of common stock. We subsequently filed
the amended articles. We also offered to rescind the purchases by refunding the
purchase price plus 10% and requested return of the stock certificates and an
Amended Investors Rights Declaration. Of the nine purchasers, one purchaser of
50,000 shares accepted the offer of rescission and we paid him $55,000. All of
the other purchasers entered into the Amended Investors Rights Declaration which
clarifies that we will include their shares in



                                      -25-
<PAGE>

any registration statement we file between September 30, 2002 and June 30, 2007.
In March 2002, we resold the 50,000 shares from the rescinded purchaser to the
wife and father-in-law of a director at $1.25 per share, or a total of $62,500.

         We have issued to each of Mr. Deal and Ms. Schoettler options to
purchase 100,000 shares of our common stock at $1 per share for a five-year
term. Mr. Deal resigned as a director in April 2002.

         In December 2001, we entered into a Securities Purchase Agreement with
Cambridge providing for the sale of 1,000,000 shares of common stock and
warrants to purchase up to 830,000 shares of our common stock at $1 per share.
Cambridge paid to us $300,000 in December 2001 and an additional $300,000 in
March 2001 upon completion of the audit of our financial statements which are
included in this Prospectus. We issued to Cambridge 1,000,000 shares of common
stock and to Cambridge and its designees 830,000 warrants. Of the 1,000,000
shares issued to Cambridge, 500,000 shares are being distributed on a pro rata
basis to the shareholders of Cambridge. At the initial closing of this
transaction, Gregory Pusey, President and principal shareholder of Cambridge,
became a member of our Board of Directors. Mr. Pusey was subsequently elected as
our Secretary. Cambridge transferred 470,000 warrants to various persons,
including Mr. Pusey who received 150,000 warrants. Mr. Pusey, and members of his
family, will receive approximately 250,000 shares of our common stock in
connection with the distribution of the Cambridge shares.

         In connection with the Securities Purchase Agreement with Cambridge, we
also entered into an Investor Rights Agreement, Consulting Agreement and
Shareholders Agreement. Cambridge has certain registration rights in the
Investor Rights Agreement as described in "Shares Eligible for Future Sales." In
the Consulting Agreement, Cambridge agreed to provide assistance to us,
including our efforts to become a publicly-held company and in marketing our
products. In March 2002, we confirmed with Cambridge that it had performed its
duties under the Consulting Agreement.

         Under the Shareholders Agreement, Mr. Hurst has agreed that, so long as
Cambridge owns a minimum of 250,000 shares of our common stock, Mr. Hurst will
vote all of his shares of our stock to elect Mr. Pusey to our Board until June
30, 2003. Mr. Hurst also agreed that if at any time through January 20, 2005, he
sells 35% or more of the outstanding shares of our common stock, or more than
50% of our common stock owned by him if he owns less than 35% but more than 15%
of the outstanding shares of our common stock, other than in a registered sale,
he will afford Cambridge the opportunity to participate in such sale.

         In March 2002, Mr. Hurst and other shareholders sold an aggregate of
728,245 shares of our common stock at $1.25 per share for a total of $910,306 in
a private offering. Mr. Hurst sold 500,000 shares in this offering and received
$625,000.

         We plan to move to a larger facility on land which Mr. Hurst is
attempting to acquire. If Mr. Hurst is successful in acquiring this land, we and
Mr. Hurst expect Mr. Hurst to construct a building to our specifications which
will be leased by Mr. Hurst to us. We expect the leasing terms to be
commercially reasonable.

                             PRINCIPAL SHAREHOLDERS

         The following table shows information as of April 12, 2002, concerning
the beneficial ownership of AspenBio common stock by each of AspenBio's
directors, each executive officer of AspenBio listed in the Summary Compensation
Table, and all directors and executive offices of AspenBio's as a group and each
other person known by AspenBio to be the beneficial owner of more than 5% of
AspenBio's common stock.



                                      -26-
<PAGE>

         The ownership percentages listed on the table are based on 9,300,000
shares of AspenBio common stock outstanding as of April 12, 2002. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. A person generally is deemed to be the beneficial owner of
shares over which he has either voting or investment power. Shares underlying
options that are currently exercisable, or that will become exercisable within
60 days, are deemed to be beneficially owned by the person holding the options,
and are deemed to be outstanding for the purpose of computing the beneficial
ownership percentage of that person, but are not considered to be outstanding
for the purpose of computing the ownership percentage of any other person.

         Except as otherwise noted, the persons in the group identified in the
table have sole voting and sole investment power with respect to all the shares
of AspenBio common stock shown as beneficially owned by them.



<Table>
<Caption>
          Name and Address                                                  Number of Shares       Percent
          ----------------                                                  ----------------       -------

<S>                                                                        <C>                  <C>
Cambridge Holdings, Ltd.(1)                                                    1,360,000            14.1%
106 S. University, No. 14
Denver, CO  80209

Mark Colgin                                                                      514,000             5.5%
8100 Southpark Way, Building B-1
Littleton, Colorado  80120

Roger D. Hurst                                                                 4,246,757            45.7%
8100 Southpark Way, Building B-1
Littleton, Colorado  80120

Cathy Landmann(2)                                                              1,085,060            11.7%
8100 Southpark Way, Building B-1
Littleton, Colorado  80120

Diane Newman                                                                     514,000             5.5%
8100 Southpark Way, Building B-1
Littleton, Colorado  80120

Gregory Pusey(3)                                                               1,590,000            16.2%
106 S. University, No. 14
Denver, CO  80209

Kilyn Roth                                                                       514,000             5.5%
8100 Southpark Way, Building B-1
Littleton, Colorado  80120

Gail S. Schoettler(4)                                                            115,000             1.2%
11855 East Daley Circle
Parker, CO  80134

All Officers and Directors as a Group (3 persons)                              5,951,757            60.1%
</Table>


                                      -27-
<PAGE>

----------

(1)      Includes warrants to purchase 360,000 shares.

(2)      Includes 542,530 shares held in a trust (the MCL Trust) in which Ms.
         Landmann and her husband are the beneficial owners.

(3)      Includes 70,000 shares held by his wife and their children. Also
         includes warrants to purchase 150,000 shares held by Mr. Pusey and
         1,000,000 shares and warrants to purchase 360,000 shares held by
         Cambridge Holdings, Ltd. Mr. Pusey is President, a director and
         principal shareholder of Cambridge Holdings, Ltd.

(4)      Includes options to purchase 100,000 shares.

                              PLAN OF DISTRIBUTION

         Prior to this offering, no public market for our securities existed. A
total of up to 1,225,305 shares may be sold pursuant to this prospectus by the
shareholders listed below. We are registering the common stock on behalf of the
selling shareholders. The common stock may be sold from time to time to
purchasers directly by any of the selling shareholders, in one or more
transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. Such prices will
be determined by the selling shareholders or by agreement between the selling
shareholders and underwriters or dealers. Alternatively, any of the selling
shareholders may from time to time offer the common stock through underwriters,
dealers or agents, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the selling shareholders and/or the
purchasers of common stock for whom they may act as agent. The selling
shareholders and any underwriters, dealers or agents that participate in the
distribution of common stock may be deemed to be "underwriters" within the
meaning of the Securities Act, and any profit on the sale of common stock by
them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. In addition, 500,000 shares of our common
stock held by Cambridge are being distributed to the Cambridge shareholders as a
distribution of assets.

         The sale of common stock may be effected in transactions (which may
involve block transactions) (1) on any national securities exchange or quotation
service on which the offered securities may be listed or quoted at the time of
sale, (2) in the over-the-counter market, (3) otherwise than on such exchanges
or in the over-the-counter market, (4) in privately negotiated transactions, (5)
through the writing of options or other derivative contracts, (6) by a
distribution by a selling shareholder to his or his affiliates' beneficial
owners or (7) through pledge, mortgage or hypothecation. At the time a
particular offering of the common stock is made, if required, a prospectus
supplement will be distributed which will set forth the names of the selling
shareholders, the aggregate amount and type of securities being offered, and, to
the extent required, the terms of the offering including the name or names of
any underwriters, broker-dealers or agents, any discounts, commissions and other
terms constituting compensation from the selling



                                      -28-
<PAGE>

shareholders and any discounts, commissions or concessions allowed or re-allowed
or paid to broker-dealers.

         To comply with the securities laws of certain jurisdictions, if
applicable, the shares will be offered or sold in such jurisdictions only
through a registered or licensed brokers or dealers. In addition, in certain
jurisdictions the offered shares may not be offered or sold unless they have
been registered or qualified for sale in such jurisdictions or any exemption
from registration or qualification is available and is complied with.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of common stock may not simultaneously engage
in market-making activities with respect to such common stock for a period of
five business days prior to the commencement of such distribution and ending
upon the completion of such distribution. In addition, each selling shareholder
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which provisions may limit the
timing of purchases and sales of any of the common stock by the selling
shareholders. All of the foregoing may affect the marketability of the common
stock and the ability of any person or entity to engage in market-making
activities with respect to the common stock.

         We will pay substantially all of the expenses incident to the
registration, offering and sale of the common stock of the selling shareholders
to the public other than commissions and discounts of underwriters, dealers or
agents.



<Table>
<Caption>
                                                                                                                    Percentage of
                                          Shares owned prior                                    Shares owned       shares following
     Selling Shareholder                     to offering          Shares registered          following offering         offering
     -------------------                  ------------------      -----------------          ------------------    ----------------


<S>                                       <C>                     <C>                        <C>                    <C>
A.G. Edwards & Sons CDN                        10,000                      10,000                    -0-                   --
Gregory Pusey IRA
A.G. Edwards & Sons CDN Jill                   10,000                      10,000                    -0-                   --
J. Pusey IRA
John Bealer and Natalia Bealer                 15,000                      15,000                    -0-                   --
Robert M. Bearman                              14,000                      14,000                    -0-                   --
Carylyn K. Bell                                 8,000                       8,000                    -0-                   --
J. Daniel Bell                                 20,000                      20,000                    -0-                   --
Charles Schwab & Co Inc fbo                    25,000                      25,000                    -0-                   --
Allison Colgin, IRA
</Table>





                                      -29-
<PAGE>

<Table>
<Caption>
                                                                                                                    Percentage of
                                          Shares owned prior                                    Shares owned       shares following
     Selling Shareholder                     to offering          Shares registered          following offering         offering
     -------------------                  ------------------      -----------------          ------------------    ----------------


<S>                                       <C>                     <C>                        <C>                    <C>
Mark Colgin                                   514,000                      14,000                500,000                  5.4%
William F. Colgin                             307,958                      95,000                212,958                  2.3%
James L. Cruce and                             20,000                      20,000                    -0-                   --
Gail L. Tibbetts JTWROS
Ann A. Deal                                    25,000                      25,000                    -0-                   --
Bruce F. Deal                                  25,000                      25,000                    -0-                   --
Jon Diack and Karen Diack                      14,000                      14,000                    -0-                   --
JTWROS
Teresa Ehrlich                                 40,000                      40,000                    -0-                   --
Warren Ehrlich                                245,000                     245,000                    -0-                   --
Robert G. Hopper                               12,000                      12,000                    -0-                   --
Colin P. Hubbard Trust                         10,000                      10,000                    -0-                   --
Blair Kittleson                                20,000                      20,000                    -0-                   --
Cathy Landmann                                542,530                      42,530                500,000                  5.4%
Lincoln Trust Company                          12,000                      12,000                    -0-                   --
Custodian FBO-Don Weaver
MCL Trust                                     542,530                      42,530                500,000                  5.4%
Earnest Mathis                                 20,000                      20,000                    -0-                   --
Jeff McGonegal                                  8,000                       8,000                    -0-                   --
Charles J. Neerdaels and                      100,000                     100,000                    -0-                   --
Nicole R. Nelson, as Trustees
of the Neerdaels-Nelson
Family Trust
Diane Newman                                  514,000                      14,000                500,000                  5.4%
Kathleen G. Palma                             120,000                     120,000                    -0-                   --
Christopher Pusey                              10,000                      10,000                    -0-                   --
Jill Pusey CDN for Jacqueline                  10,000                      10,000                    -0-                   --
Pusey
</Table>



                                      -30-
<PAGE>


<Table>
<Caption>
                                                                                                                    Percentage of
                                          Shares owned prior                                    Shares owned       shares following
     Selling Shareholder                     to offering          Shares registered          following offering         offering
     -------------------                  ------------------      -----------------          ------------------    ----------------
<S>                                       <C>                     <C>                        <C>                    <C>
Jill J. Pusey                                  40,000                      40,000                    -0-                   --
Kilyn Roth                                    514,000                      14,000                500,000                  5.4%
Gail S. Schoettler                             15,000                      15,000                    -0-                   --
James Schoettler                               25,000                      25,000                    -0-                   --
Steve Skaer                                    20,000                      20,000                    -0-                   --
Iris Smith                                     33,623                      33,623                    -0-                   --
Michael Smith                                  33,622                      33,622                    -0-                   --
Tom Weinberger                                 25,000                      25,000                    -0-                   --
David White                                     8,000                       8,000                    -0-                   --
Donald Yager                                   10,000                      10,000                    -0-                   --
</Table>


                          DESCRIPTION OF CAPITAL STOCK

         The following summary description of our capital stock is qualified in
its entirety by reference to our articles of incorporation, as amended, and our
bylaws.

GENERAL

         AUTHORIZED, ISSUED AND OUTSTANDING CAPITAL STOCK

         We are authorized to issue 15,000,000 shares of common stock. As of
April 12, 2002, there were 9,300,000 shares of common stock outstanding.

         FULLY PAID

         The issued and outstanding shares of common stock, and any shares of
common stock issuable upon the stock incentive plan or upon the exercise of
warrants for common stock, will be duly authorized, validly issued, fully paid
and non-assessable.

COMMON STOCK

         LISTING

         This is the first public offering of our securities. Prior to this
offering, there has been no public market for our common stock. We expect to
have the common stock traded on the OTC Bulletin Board, which is maintained by
the National Association of Securities Dealers, Inc., after this registration
statement is declared effective.



                                      -31-
<PAGE>

         DIVIDENDS

         Holders of common stock are entitled to receive ratably such dividends
as may be declared by the board of directors out of funds legally available
therefor. We do not expect to pay cash dividends on the common stock in the
foreseeable future.

         RIGHTS UPON LIQUIDATION, DISSOLUTION OR WINDING UP

         In the event of a liquidation, dissolution or winding up of our
company, holders of common stock would have the right to a ratable portion of
assets remaining after payment of liabilities. Holders of common stock will have
no preemptive rights.

         VOTING

         Holders of common stock are entitled to one vote per share for each
share held of record on all matters submitted to a vote of shareholders.

         TRANSFER AGENT

         The transfer agent for our common stock is Corporate Stock Transfer,
Inc., 3200 Cherry Creek South, Denver, Colorado 80209, (303) 282-4800.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Colorado Business Corporation Act provides the power to indemnify
and pay the litigation expenses of any officer, director or agent who has made
party to any proceeding. Our Articles of Incorporation also provide for
indemnification of our officers and directors for liabilities arising out of
their service to us to the maximum extent permitted by law. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, or persons controlling AspenBio as provided in
the foregoing provisions, we have been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and thus cannot be enforced.

         Our Articles of Incorporation authorize us also to purchase and
maintain insurance for our directors and officers to insure that such person
entitled to the indemnification are properly indemnified.

         Article Seventh(c) of our Articles of Incorporation requires us to
indemnify each of our directors and officers to the maximum extent permitted by
CBCA.

                         SHARES ELIGIBLE FOR FUTURE SALE

         As of April 12, 2002, we had 9,300,000 shares of common stock
outstanding. All 9,300,000 shares of common stock are "restricted securities"
under the Securities Act. A total of up to 1,225,305 shares may be sold pursuant
to this prospectus by the shareholders listed in the "Plan of Distribution." In
addition, 500,000 shares held by Cambridge are being distributed to the
Cambridge shareholders pursuant




                                      -32-
<PAGE>

to this prospectus. The remaining restricted shares may be sold in the public
market upon the expiration of specified holding periods under SEC Rule 144,
subject to the volume, manner of sale and other limitations of Rule 144.

         In general, under Rule 144, a person holding restricted securities for
at least one year, may, within any three-month period, sell in ordinary
brokerage transaction, a number of shares equal to one percent of a company's
then outstanding common stock. If the company's stock is traded on a stock
exchange or The Nasdaq Stock Market, the volume limitation becomes the greater
of one percent of the outstanding common stock or the average weekly trading
volume during the four-calendar weeks prior to the person's sales.

         Sales under Rule 144 are also subject to manner of sale provisions,
notice requirements and the availability of current public information about us.
A shareholder who is not an "affiliate" of ours and has held the shares for at
least two years, may sell the shares without any quantity limitations, manner of
sale provisions or public information requirements. For purposes of Rule 144, an
"affiliate" is a person that, directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is in common control with,
such issuer.

         As of the date of this Prospectus, there were options to purchase
600,000 shares of common stock outstanding, of which 200,000 shares are
exercisable currently. An additional 500,000 shares are reserved for issuance
under our 2002 Stock Incentive Plan.

         Also as of the date of this Prospectus, there were outstanding warrants
to purchase 830,000 shares of our common stock. We have entered into an Investor
Rights Agreement with Cambridge and the holders of the warrants in which we
agreed to register the shares held by Cambridge and the shares underlying the
warrants upon the request, one time only, between September 30, 2002 and June
30, 2006. We have also agreed to permit them to include their shares in any
other Registration Statement we file prior to June 30, 2007. We granted similar
"piggyback" registration rights to eight other shareholders who own an aggregate
of 532,958 shares, of which 320,000 shares are included in this Prospectus.

                                  LEGAL MATTERS

         The validity of the AspenBio common stock offered by this prospectus
will be passed upon for AspenBio by Patton Boggs, LLP, Denver, Colorado. An
attorney with Patton Boggs, LLP owns 14,000 shares of our common stock and
warrants to purchase 10,000 shares of our common stock.

                                     EXPERTS

         AspenBio's audited financial statements as of December 31, 2001 and
2000, and for the year ended December 31, 2001 and the five-month period ended
December 31, 2000, have been included herein and in the registration statement
in reliance upon the report of Larry O'Donnell, CPA, P.C., independent
accountants, appearing elsewhere herein, and upon the authority of Larry
O'Donnell, CPA, P.C. as experts in accounting and auditing. The financial
statements of Vitro Diagnostics for the year ended October 31, 1999 have been
included herein and in the registration statement in reliance upon the report of
Larry O'Donnell, CPA, P.C., independent accountants, appearing elsewhere herein,
and upon the authority of Larry O'Donnell, CPA, P.C. as experts in accounting
and auditing.

         The financial statements of Vitro Diagnostics for the year ended
October 31, 2000 have been included herein and in the registration statement in
reliance upon the report of



                                      -33-
<PAGE>

Cordovano and Harvey, P.C., independent accountants, appearing elsewhere herein,
and upon the authority of Cordovano and Harvey, P.C. as experts in accounting
and auditing.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

         We have filed with the SEC a registration statement on Form S-1,
including the exhibits, schedules and amendments to the registration statement,
under the Securities Act of 1933 with respect to the shares of common stock
covered by this prospectus. This prospectus does not contain all the information
set forth in the registration statement. Whenever a reference is made in this
prospectus to a contract or other document of ours, please be aware that the
reference is only a summary and that you should refer to the exhibits that are
part of the registration statement for a copy of the contract or other document.
You may review a copy of the registration statement at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of these documents, upon payment of a duplicating fee, by writing
to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Our SEC filings, including the
registration statement, are also available to you on the SEC's website at
http://www.sec.gov.

         As a result of this offering, we will become subject to the information
reporting requirements of the Securities Exchange Act of 1934, and, in
connection therewith, will file periodic reports, proxy statements and other
information with the SEC.



                                      -34-
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS


<Table>
<Caption>

AspenBio, Inc.
<S>                                                                                                             <C>
         Independent auditor's reports...........................................................................F-2
         Balance sheets, December 31, 2001 and 2000..............................................................F-3
         Statements of income for periods ended December 31, 2001 and 2000.......................................F-5
         Statements of shareholders' equity for the periods ended December 31, 2001 and 2000.....................F-6
         Statements of cash flows for the periods ended December 31, 2001 and 2000...............................F-7
         Notes to Financial Statements...........................................................................F-9


Vitro Diagnostics, Inc.
         Independent auditors' reports..........................................................................F-19
         Statements of operations for the years ended October 31, 2000 and 1999.................................F-20
         Statement of shareholders' equity for the years ended October 31, 2000 and 1999........................F-21
         Statements of cash flows for the years ended October 31, 2000 and 1999.................................F-22
         Summary of significant accounting policies.............................................................F-24
         Notes to Financial Statements..........................................................................F-26

</Table>


                                      F-1
<PAGE>


                     [LARRY O'DONNELL, CPA, P.C. LETTERHEAD]




                          Independent Auditor's Report


Board of Directors and Stockholders
AspenBio, Inc.

I have audited the accompanying balance sheets of AspenBio, Inc. as of December
31, 2001 and 2000 and the related statements of income, stockholders' equity and
cash flows for the year ended December 31, 2001 and for the period from
inception July 24, 2000 to December 31, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe my audits provide a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of AspenBio, Inc. as of December 31,
2001 and 2000 and the results of its operations and cash flows for the year
ended December 31, 2001 and for the period from inception July 24, 2000 to
December 31, 2000 in conformity with generally accepted accounting principles in
the United States of America.



         February 4, 2002






                                      F-2
<PAGE>




                                 AspenBio, Inc.
                                 Balance Sheets
                           December 31, 2001 and 2000

                                     Assets

<Table>
<Caption>

                                                     2001           2000
<S>                                              <C>            <C>
Current assets
   Cash                                          $    423,765   $    107,590
   Accounts receivable                                231,429         40,765
   Inventories                                        358,374        177,058
   Prepaid expenses                                   108,901         75,581
                                                 ------------   ------------


     Total current assets                           1,122,469        400,994
                                                 ------------   ------------
Property and equipment
     Laboratory equipment                             209,002        175,243
     Computer equipment                                30,676         30,677
     Leasehold improvements                            27,645         27,645
     Office equipment                                  22,205         22,205
                                                 ------------   ------------
                                                      289,528        255,770
    Accumulated depreciation                           87,510         27,169
                                                 ------------   ------------
                                                      202,018        228,601
                                                 ------------   ------------
Other Assets
     Intangible assets, net amortization of
         2001 $60,712; 2000 $17,857                   619,965        624,978
     Security deposit                                   6,925          6,925
     Non current inventory                             32,860         19,500
                                                 ------------   ------------
                                                      659,750        651,403
                                                 ------------   ------------

                                                 $  1,984,237   $  1,280,998
                                                 ============   ============
</Table>



                        See Notes to Financial Statements





                                      F-3
<PAGE>

                                 AspenBio, Inc.
                           Balance Sheets (Continued)
                           December 31, 2001 and 2000



                      Liabilities and Stockholders' Equity


<Table>
<Caption>

                                                            2001          2000

<S>                                                     <C>           <C>
Current liabilities
     Short term notes                                   $    68,946   $    85,957
     Current portion of long-term debt                      285,562        84,290
     Accounts payable                                        37,915        83,835
     Accrued liabilities                                      4,014         3,289
     Accrued income taxes                                    11,000
                                                        -----------   -----------

     Total current liabilities                              407,437       257,371
                                                        -----------   -----------


Long-term debt-less current portion                         320,921       586,859
                                                        -----------   -----------

Stockholders' equity
     Common stock, no par value, authorized
     15,000,000 shares, issued 2001 8,800,000 shares;
     2000 5,432,798 shares                                1,217,927       500,000
     Retained earnings (deficit)                             37,952       (63,232)
                                                        -----------   -----------



                                                          1,255,879       436,768
                                                        -----------   -----------




                                                        $ 1,984,237   $ 1,280,998
                                                        ===========   ===========
</Table>


                        See Notes to Financial Statements



                                      F-4
<PAGE>


                                 AspenBio, Inc.
                              Statements of Income
                        Year Ended December 31, 2001 and
          The Period From Inception, July 24, 2000 to December 31, 2000


<Table>
<Caption>

                                                    2001            2000

<S>                                            <C>             <C>
Sales                                          $   1,123,269   $     288,910

Cost of sales                                        161,160          68,236
                                               -------------   -------------

     Gross profit                                    962,109         220,674
                                               -------------   -------------

Operating expenses
          General lab expenses                       120,399          59,192
          General and administrative                 374,281         121,924
           Research and development                  160,943          28,101
           Depreciation and amortization             109,488          45,025
                                               -------------   -------------
                                                     765,111         254,242
                                               -------------   -------------

     Operating income (loss)                         196,998         (33,568)

Interest expense                                      84,814          29,664
                                               -------------   -------------
     Income (loss) before income taxes               112,184         (63,232)

Income taxes                                          11,000
                                               -------------   -------------

     Net income (loss)                         $     101,184   $     (63,232)
                                               =============   =============

Basic and diluted earnings per share           $         .01   $        (.01)
                                               =============   =============

Basic and diluted
     weighted average shares outstanding           7,964,749       5,432,798
                                               =============   =============
</Table>


                        See Notes to Financial Statements



                                      F-5
<PAGE>

                                 AspenBio, Inc.
                       Statements of Stockholders' Equity
                        Year Ended December 31, 2001 and
          The Period From Inception, July 24, 2000 to December 31, 2000

<Table>
<Caption>

                                                 Common Stock                Retained
                                           Shares             Amount          Earnings

<S>                                   <C>                <C>               <C>
Insurance of common
     stock for cash                         5,432,798    $       500,000

Net loss for the period                                                    $       (63,232)
                                      ---------------    ---------------   ---------------


Balance, December 31, 2000                  5,432,798            500,000           (63,232)

Issuance of common
     stock for compensation                 2,284,244            137,055

Issuance of common
     stock for cash                         1,082,958            580,874

Net income for the year                                                            101,184
                                      ---------------    ---------------   ---------------

Balance, December 31, 2001                  8,800,000    $     1,217,927   $        37,952
                                      ===============    ===============   ===============
</Table>




                        See Notes to Financial Statements



                                      F-6
<PAGE>

                                 AspenBio, Inc.
                            Statements of Cash Flows
                        Year Ended December 31, 2001 and
          The Period From Inception, July 24, 2000 to December 31, 2000

<Table>
<Caption>

                                                             2001         2000

<S>                                                       <C>          <C>
Cash flows from operating activities
     Net income (loss)                                    $ 101,184    $ (63,232)
     Adjustments to reconcile net income to
          net cash (used) by operating activities
              Depreciation and amortization                 103,196       45,026
              Stock issued for compensation                 137,055
         (Increase) decrease in:
              Accounts receivable                          (190,664)     167,377
              Inventories                                  (194,676)     (56,243)
              Prepaid expenses                              (33,320)     (18,904)
        Increase (decrease) in:
              Accrued liabilities                               725       (5,948)
              Accounts payable                              (45,920)      17,986
              Accrued income taxes                           11,000
                                                          ---------    ---------
     Net cash provided (used)
         by operating activities                           (111,420)      86,062
                                                          ---------    ---------

Cash flows from investing activities
       Purchases of property and equipment                  (33,758)
       Purchases of intangible assets                       (37,842)
       Purchase of Vitro Diagnostics, Inc.                              (250,000)
                                                          ---------    ---------

     Net cash provided (used)
         by investing activities                            (71,600)    (250,000)
                                                          ---------    ---------

</Table>


                        See Notes to Financial Statements



                                      F-7
<PAGE>

                                 AspenBio, Inc.
                      Statements of Cash Flows (Continued)
                        Year Ended December 31, 2001 and
          The Period From Inception, July 24, 2000 to December 31, 2000

<Table>
<Caption>

                                                                  2001         2000

<S>                                                            <C>           <C>
Cash flows from financing activities
     New borrowings
          Long-term                                                           743,512
          Short-term                                                           50,000

     Debt reduction
          Long- term                                             (64,676)    (188,983)
          Short- term                                            (17,001)    (833,001)
     Proceeds from issuing common stock                          580,872      500,000
                                                               ---------    ---------

Net cash provided (used)
    by financing activities                                      499,195      271,528
                                                               ---------    ---------

Net increase in cash                                             316,175      107,590

Cash at beginning of year                                        107,590
                                                               ---------    ---------
     Cash at end of the year                                   $ 423,765    $ 107,590
                                                               =========    =========

Supplemental disclosure of cash flow information
     Cash paid during the year for
          Interest                                             $  51,360    $  29,664
          Income taxes

Schedule of noncash investing and financing transactions

     Notes payable incurred to purchase Vitro
            Diagnostics, Inc.                                               $ 900,000
</Table>





                        See Notes to Financial Statements



                                      F-8
<PAGE>

                                 AspenBio, Inc.
                          Notes to Financial Statements

     1.  Summary of significant accounting policies

         Nature of operations - The Company was organized on July 24, 2000 and
         on August 1, 2000 purchased the entire assets and liabilities
         (excluding one patent and two patents pending) of Vitro Diagnostic,
         Inc. The president and a shareholder was also the president and a
         shareholder of Vitro Diagnostic, Inc.

         The Company purifies human pituitary antigens and tumor markets, and
         animal hormones throughout the United States.

         Cash and cash equivalents - For purposes of the statement of cash
         flows, the Company considers all highly liquid debt with original
         maturities of ninety days or less, to be cash equivalents.

         Concentration of credit risk - At December 31, 2001, the Company's cash
         in financial institutions exceeded the federally insured deposit limit
         by approximately $325,000. The Company has not experienced any losses
         in such accounts.

         Fair value of financials instruments - The Company's financial
         instruments includes accounts receivable, accounts payable, notes
         payable and long-term debt. The fair market value of accounts
         receivable and accounts payable approximate their carrying values
         because their maturities are generally less than one year. Long-term
         notes receivable and debt obligations are estimated to approximate
         their carrying values based upon their stated interest rates.

         Inventories - Inventories are stated at the lower of cost (first-in,
         first-out) or market. Goods in process inventory which is not expected
         to be completed and sold in the next fiscal year is classified as non
         current.

         Property and equipment - Property and equipment are stated at cost, net
         of accumulated depreciation. Depreciation is provided primarily by the
         straight-line method over the estimated useful lives of the related
         assets.

         Intangible assets - Intangible assets are stated at cost net of
         accumulated amortization. Amortization is provided on a straight-line
         basis generally over fifteen years. In January 2002 the Company will
         discontinue amortizing the cost in excess of fair value of purchased
         assets under the provisions of FAS 142. Instead they will be tested for
         impairment.




                                      F-9
<PAGE>

                                 AspenBio, Inc.
                    Notes to Financial Statements (Continued)

     1.  Summary of significant accounting policies (continued)

         Income taxes - At inception, the Company, with the consent of its
         shareholders, elected under the Internal Revenue Code to be an S
         corporation. In lieu of corporation income taxes, the shareholders of
         an S corporation are taxed on their proportionate share of the
         Company's taxable income. Therefore, no provision or liability for
         federal income taxes from inception to August 1, 2001. On August 1,
         2001, the Company revoked the election.

         The Company accounts for income taxes in accordance with Statement of
         Financial Accounting Standards No. 109, "Accounting for Income Taxes",
         which requires an asset and liability approach to financial accounting
         and reporting for income taxes. Deferred income tax assets and
         liabilities are computed annually for differences between the financial
         statement and tax basis of assets and liabilities that will result in
         taxable or deductible amounts in the future based on enacted tax laws
         and rates applicable to the periods in which the differences are
         expected to affect taxable income. Valuation allowances are established
         when necessary to reduce the deferred tax assets to the amount expected
         to be realized. Income tax expense is payable or refundable for the
         period plus or minus the change during the period in deferred tax
         assets and liabilities.

         Use of estimates - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         Revenue recognition - Revenues from the sale of products are recognized
         upon shipment to the customer. Management provides an estimated
         allowance for uncollectable accounts receivable based upon an
         assessment of amounts outstanding and evaluation of specific customer
         account balances. As of December 31, 2001 and 2000 no allowance was
         deemed necessary.

         Stock options - The Company accounts for stock options issued to
         employees in accordance with APB No.25.





                                      F-10
<PAGE>


                                 AspenBio, Inc.
                    Notes to Financial Statements (Continued)

     1.  Summary of significant accounting policies (continued)

         The Company has elected to adopt the disclosure requirements of SFAS
         No. 123 "Accounting for Stock-based Compensation". This statement
         requires that the Company provide proforma information regarding net
         income (loss) and income (loss) per share as if compensation cost for
         the Company's stock options granted had been determined in accordance
         with the fair value based method prescribed in SFAS No. 123.
         Additionally, SFAS No. 123 generally requires that the Company record
         options issued to non-employees, based on the fair value of the
         options.

         Income (Loss) per share - Basic earnings per share includes no dilution
         and is computed by dividing net earnings (loss) available to
         stockholders by the weighted number of common shares outstanding for
         the period. Diluted earnings per share reflect the potential dilution
         of securities that could share in the Company's earnings. During the
         years ended December 31, 2001 and 2000, there were no dilutive
         securities.

         Recent accounting pronouncements - The Financial Accounting Standards
         Board (FASB) has recently issued Statement of Financial Accounting
         Standards (SFAS) No. 141, Business Combinations, SFAS No. 142, Goodwill
         and Other Intangible Assets, SFAS No. 143, Accounting for Asset
         Retirement Obligations and SFAS No. 144, Accounting for the Impairment
         or Disposal of Long-Lived Assets.

         SFAS No. 141, Business Combinations, requires the use of the purchase
         method of accounting for all business combinations initiated after June
         30, 2001. SFAS No. 142, Goodwill and Other Intangible Assets, addresses
         accounting for the acquisition of intangible assets and accounting for
         goodwill and other intangible assets after they have been initially
         recognized in the financial statements, which is effective for fiscal
         years beginning after December 15, 2001; however, certain provisions of
         this Statement apply to goodwill and other intangible assets acquired
         between July 1, 2001 and the effective date of SFAS 142.

         Major provisions of these Statements and their effective dates for the
         Company are as follows:

         o All business combinations initiated after June 30, 2001 must use the
         purchase method of accounting, with the pooling of interest method of
         accounting prohibited.




                                      F-11
<PAGE>

                                 AspenBio, Inc.
                    Notes to Financial Statements (Continued)

     1.  Summary of significant accounting policies (continued)

         o        Intangible assets acquired in a business combination must be
                  recorded separately from goodwill if they arise from
                  contractual or other legal rights or are separable from the
                  acquired entity.

         o        Goodwill, as well as intangible assets with indefinite lives,
                  acquired after June 30, 2001, will not be amortized. In the
                  year of adoption, all previously recognized goodwill and
                  intangible assets with indefinite lives will no longer be
                  subject to amortization.

         o        Goodwill, tested by business segment and intangible assets
                  with indefinite lives will be tested for impairment annually
                  and whenever there is an impairment indicator.

         Management will adopt SFAS No. 141 and 142 as of January 1, 2002, and
         anticipates that the impact on the 2002 financial statements will be a
         reduction in annual amortization expense of approximately $28,000.

         SFAS No. 143, Accounting for Asset Retirement Obligations, addresses
         accounting and reporting for obligations associated with the retirement
         of tangible long-lived assets and the associated asset retirement
         costs. SFAS No. 143 will be effective for the Company for the fiscal
         year beginning January 1, 2003 and early adoption is encouraged. SFAS
         No. 143 requires that the fair value of a liability for an asset's
         retirement obligation be recorded in the period in which it is incurred
         and the corresponding cost capitalized by increasing the carrying
         amount of the related long-lived asset. The Company estimates that the
         new standard will not have a material impact on its financial
         statements but is still in the process of evaluating the impact on its
         financial statements.

         SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
         Assets, is effective for the Company on January 1, 2003, and addresses
         accounting and reporting for the impairment or disposal of long-lived
         assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the
         Impairment of Long-Lived Assets and for Long-Lived Assets to Be
         Disposed Of and APB Opinion No. 30, Reporting the Results of
         Operations-Reporting the Effects of Disposal of a Segment of a
         Business. SFAS No. 144 retains the fundamental provisions of SFAS No.
         121 and expands the reporting of discontinued operations to include all
         components of an entity with operations that can be distinguished from
         the rest of the entity and that will be eliminated from the ongoing
         operations of the entity in a disposal transaction. The Company
         estimates that the new standard will not have a material impact on its
         financial statements but is still in the process of evaluating the
         impact on its financial statements.



                                      F-12
<PAGE>

                                 AspenBio, Inc.
                    Notes to Financial Statements (Continued)

     2.  Purchase of assets of Vitro Diagnostics, Inc.

         On August 1, 2000 the Company purchased the entire assets and
         liabilities (excluding one patent and two patents pending) of Vitro
         Diagnostics, Inc. for $250,000 cash, a $450,000 promissory note and
         assumed all liabilities and leases. The promissory note was paid during
         2000. The president and a shareholder of the Company was also the
         president and a shareholder of Vitro Diagnostics, Inc. The transaction
         was recorded as follows:

<Table>

<S>                                                                                <C>
         Cash                                                                      $        7,454
         Receivables                                                                      208,142
         Inventory                                                                        140,315
         Prepaid expenses                                                                  56,677
         Property and equipment                                                           255,770
         Other assets                                                                       6,925
         Cost in excess of value of purchased assets                                      642,835
                                                                                   --------------
         Total assets                                                                   1,318,118
                                                                                   --------------
         Accounts payable and accruals                                                     75,086
         Notes payable                                                                    202,577
                                                                                   --------------
         Total liabilities                                                                277,663
                                                                                   --------------
         Net purchase                                                              $    1,040,455
                                                                                   ==============
         The Company also assumed certain operating leases.
</Table>


     3.  Inventories

         Inventories consisted of the following at December 31:

<Table>
<Caption>
                                                                        2001               2000

<S>                                                                  <C>              <C>
         Finished goods                                               $  131,100       $   80,019
         Goods in process                                                 37,271            7,035
         Raw materials                                                   190,003           90,004
         Noncurrent goods in process                                      32,860           19,500
                                                                      ----------       ----------
                                                                      $  391,234       $  196,558
                                                                      ==========       ==========
</Table>




                                      F-13
<PAGE>


                                 AspenBio, Inc.
                    Notes to Financial Statements (Continued)

4.  Intangible assets

<Table>

<S>                                                                      <C>        <C>
    Cost in excess of value of
       purchased assets                                                  $642,835   $642,835
    Licenses                                                               30,000
    Patents and trademarks                                                  7,842
                                                                         --------   --------
                                                                          680,677    642,835
    Accumulated amortization                                               60,712     17,857
                                                                         --------   --------
                                                                         $619,965   $624,978
                                                                         ========   ========

         5.  Notes payable

    The following is a summary of notes payable at December 31:

    Short-term
    Sun Trust, 6%, unsecured                                             $ 30,107   $ 38,949

    US Bank, 13%, credit line of $50,000                                   38,839     47,008
                                                                         --------   --------

                                                                         $ 68,946   $ 85,957
                                                                         ========   ========

</Table>

<Table>
<Caption>


    Long-term                                                              2001       2000
<S>                                                                    <C>        <C>

    Colorado Business Leasing, 11%, monthly
    payments of $9,053, collateralized by
    equipment due October, 2003                                          $172,917   $257,637

    President and shareholder, 8%, unsecured
    no fixed due date                                                     433,566    413,512
                                                                         --------   --------
                                                                          606,483    671,149
    Current maturities                                                    285,562     84,290
                                                                         --------   --------
                                                                         $320,921   $586,859
                                                                         ========   ========
</Table>






                                      F-14
<PAGE>


                                 AspenBio, Inc.
                    Notes to Financial Statements (Continued)

     5.  Notes payable (continued)

         Future maturities of long-term debt for each of the years ended
         December 31: 2002 $285,562; 2003 $79,106; thereafter $241,815.
         Subsequent to December 31, 2001, approximately $192,000 was repaid on
         the above 8% loan, and therefore the payment amount has been included
         in current maturities for 2002. The Company anticipates entering into a
         revised loan agreement with the holder of the 8% loan in April 2002,
         reflecting revised payment terms of interest payable monthly and
         approximately $35,000 payable in April 2002 and the remaining balance
         outstanding payable in April 2003.

      6. Lease obligations

         Leases:

         The Company leases its facilities on a month to month basis. The lease
         currently requires monthly payments of $8,129.46. Rent expense under
         the lease was $58,000 and $28,335 for the periods ended December 31,
         2001 and 2000, respectively.

         The Company leases laboratory equipment under leases which are
         classified as operating leases. Rent expense under the leases was
         $122,800 and $30,922 for the periods ended December 31, 2001 and 2000,
         respectively.

         Future minimum lease payments for each of the years ended December 31:
         2002 $40,500; 2003 $31,100; 2004 $19,000.

     7.  Income taxes

         Income taxes at the federal statutory rate is reconciled to the
         Company's actual income taxes as follows:


<Table>
<Caption>

                                                       2001         2000

<S>                                                  <C>         <C>
Federal income tax at statutory rate (34%)           $ 38,000    $(21,500)
State income tax net of federal tax effect              2,400
Effect of graduated rates                             (10,000)
Effect of S Corporation election                      (19,400)     21,500
                                                     --------    --------
                                                     $ 11,000    $
                                                     ========    ========
</Table>




                                      F-15
<PAGE>



                                 AspenBio, Inc.
                    Notes to Financial Statements (Continued)

         8.   Stockholders' equity

              On August 1, 2001, the Board of Directors approved the increase in
              the authorized shares from 100,000 to 15,000,000.

              Also on August 1, 2001, the Board of Directors approved a split in
              the outstanding shares such that the then outstanding shares of
              15,550 became 8,000,000. The effect of this approximate 514 for 1
              split, has been retroactively reflected in the accompanying
              financial statements for all periods presented.

              Also, on August 1, 2001 the Board of Directors granted stock
              options to two directors totaling 200,000 shares for $1 per share.
              The value of the options are minimal.

              On December 28, 2001, with Board of Directors' approval the
              Company entered into an agreement sell 1,000,000 shares of common
              stock for total consideration of $600,000, of which 50% of the
              shares and consideration was completed upon signing the agreement
              and the reminder was payable upon completion of specified
              conditions, which were completed and funding paid on March 12,
              2002. As part of the agreement, the Company also agreed to issue
              warrants to purchase 830,000 shares of common stock at $1 per
              share.

         9.   Concentrations

              Major customers - The Company had three customers who accounted
              for 39%, 13% and 11% of its sales during the year ended December
              31, 2001. At December 31, 2001, one customer accounted for 54% of
              the Company's accounts receivable. The Company had one customer
              who accounted for 80% of its sales during the period ended
              December 31, 2000. At December 31, 2000, one customer accounted
              for 33% of the Company's accounts receivable.

              Credit risk - The Company performs ongoing credit evaluations of
              its customers' financial condition and, generally, requires no
              collateral from its customers.

              Raw materials - The Company purchases substantially all of its raw
              materials from one supplier.






                                      F-16
<PAGE>


                                 AspenBio, Inc.
                    Notes to Financial Statements (Continued)

         10.  Subsequent events

              Subsequent to year end the Company adopted an Incentive Stock
              Option plan consisting of 900,000 shares, reserving 400,000 shares
              for issuance to employees and other qualified individuals. Options
              to be issued under the plan are required to be at fair value and
              expire ten years from the date of grant.

              Subsequent to year end, the Company, with the approval of its
              Board began preparing a Form S-1 Registration statement for filing
              with the Securities and Exchange Commission to have its stock
              become publicly traded.


















                                      F-17
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
Vitro Diagnostics, Inc.

We have audited the balance sheet of Vitro Diagnostics, Inc. as of October 31,
2000, (not separately included herein) and the related statements of operations,
shareholders equity, and cash flows, for the year ended October 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Vitro Diagnostics, Inc. for the year
ended October 31, 1999, were audited by other auditors whose report dated
January 18, 2000 ,expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vitro Diagnostics, Inc. as of
October 31, 2000, and the results of its operations and its cash flows for the
year ended October 31, 2000, in conformity with generally accepted accounting
principles.

/s/ Cordovano and Harvey, P.C.
------------------------------
Cordovano and Harvey, P.C.
Denver, Colorado
December 22, 2000













                                      F-18
<PAGE>


                           Larry O'Donnell, CPA, P.C.
                            Telephone (303) 745-4545
                              2280 South Xanadu Way
                        Suite 370 Aurora, Colorado 80014



                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
and Shareholders Vitro Diagnostics, Inc.

I have audited the balance sheet of Vitro Diagnostics, Inc. as of October 31,
1999 (not separately included herein), and the related statements of operations,
shareholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Vitro Diagnostics, Inc. as of
October 31, 1999 and the results of its operations and their cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/ Larry O'Donnell, CPA,P.C.
-----------------------------
Larry O'Donnell, CPA, P.C.
January 18, 2000










                                      F-19
<PAGE>


                             VITRO DIAGNOSTICS, INC.
                            Statements of Operations

<Table>
<Caption>

                                                                 For the Years Ended
                                                                    October 31,
                                                          ------------------------------
                                                               2000             1999
                                                          -------------    -------------
<S>                                                       <C>              <C>
Revenue:
Product sales...........................................  $     821,564    $     835,452
Cost of goods sold......................................        346,604          288,565
                                                          -------------    -------------

                        Gross profit....................        474,960          546,887

Operating expenses:
     Selling, general and administrative................        465,547          363,882
     Rent and facility fees, related party..............          5,250               --
     Research and development...........................        407,295          276,484
                                                          -------------    -------------

            Total operating expenses....................        878,092          640,366
                                                          -------------    -------------

                        Loss from operations............       (403,132)         (93,479)

Other income (expense):
     Interest income....................................          7,171               --
     Interest expense...................................        (20,894)         (52,866)
    Miscellaneous income................................          9,292            5,542
                                                          -------------    -------------
                       Loss before income taxes.........       (407,563)        (140,803)

Provision for income taxes                                           --               --
                                                          -------------    -------------
                                      Net loss..........  $    (407,563)   $    (140,803)
                                                          =============    =============

Basic and diluted loss per common share.................  $       (0.05)   $       (0.02)
                                                          =============    =============
Basic and diluted weighted average common
  shares outstanding....................................      8,469,239        7,097,000
                                                          =============    =============
</Table>



               See accompanying summary of significant accounting
                 policies and notes to the financial statements.




                                      F-20
<PAGE>

                             VITRO DIAGNOSTICS, INC.
                        Statement of Shareholders' Equity
                  For the Years ended October 31, 2000 and 1999

<Table>
<Caption>

                                                 Common Stock          Additional
                                           -------------------------     Paid-in      Retained
                                             Shares       Par Value      Capital      Deficit          Total
                                           -----------   -----------   -----------   -----------    -----------

<S>                                        <C>           <C>           <C>           <C>            <C>
Balance, October 31, 1998.................   6,419,816   $     6,420   $ 3,529,909   $(3,028,361)   $   507,968

Common stock issued in exchange
for services..............................     149,842           150        27,150            --         27,300

Sale of common stock......................     485,429           485       251,515            --        252,000

Stock options exercised...................   1,400,000         1,400       122,600            --        124,000

Net loss for the year ended
October 31, 1999..........................          --            --            --      (140,803)      (140,803)
                                           -----------   -----------   -----------   -----------    -----------
Balance, October 31, 1999.................   8,455,087         8,455     3,931,174    (3,169,164)       770,465

Net contributed capital received
 in Purchase Agreement with
 related party............................          --            --       354,770            --        354,770

Stock options exercised...................      79,748            80         1,320            --          1,400

Office and facility use contributed
by an affiliate company...................          --            --         5,250            --          5,250

Net loss for the year ended
October 31, 2000..........................          --            --            --      (407,563)      (407,563)
                                           -----------   -----------   -----------   -----------    -----------
Balance, October 31, 2000.................   8,534,835   $     8,535   $ 4,292,514   $(3,576,727)   $   724,322
                                           ===========   ===========   ===========   ===========    ===========
</Table>


               See accompanying summary of significant accounting
                 policies and notes to the financial statements.


                                      F-21
<PAGE>


                             VITRO DIAGNOSTICS, INC.
                            Statements of Cash Flows


<Table>
<Caption>

                                                                      For the Years Ended
                                                                           October 31,
                                                                  ----------------------------
                                                                      2000           1999
                                                                  ------------    ------------

<S>                                                               <C>             <C>
Cash flows from operating activities:
    Net loss ..................................................   $   (407,563)   $   (140,803)
    Transactions not requiring cash:
       Depreciation and amortization ..........................         14,346          13,763
       Office and facility use contributed by affiliate .......          5,250              --
       Stock issued in exchange for services ..................             --          27,300
    Changes in current assets and current liabilities:
       (Increase) decrease in accounts receivable,
          inventories, prepaid expenses and deposits,
          net of sale to AspenBio .............................        172,791         (68,130)
       Increase (decrease) in accounts payable, accrued
          expenses and payroll taxes payable, net of
          sale to AspenBio ....................................         71,831         (73,890)
                                                                  ------------    ------------
Net cash used in operating activities .........................       (143,345)       (241,760)
                                                                  ------------    ------------
Cash flows from investing activities:

    Proceeds from Purchase Agreement ..........................        250,000              --
    Property and equipment purchases ..........................        (29,683)        (17,953)
    Payments for patents ......................................        (50,244)        (48,612)
    Issuance of note receivable ...............................             --          (6,825)
    Proceeds from receipts on note receivable .................          6,500             325
    Proceeds from AspenBio note receivable ....................        450,000              --
                                                                  ------------    ------------

Net cash provided by (used) in investing activities ...........        626,573         (73,065)
                                                                  ------------    ------------
Cash flows from financing activities:

    Proceeds from issuance of notes payable ...................        195,000         150,000
    Principal payments of notes payable .......................       (134,495)       (162,636)
    Sale of common stock ......................................          1,400         376,000
                                                                  ------------    ------------

Net cash provided by financing activities .....................         61,905         363,364
                                                                  ------------    ------------

         Net change in cash and cash equivalents ..............        545,133          48,539
Cash and cash equivalents, beginning of year ..................         44,291          (4,248)
                                                                  ------------    ------------

                   Cash and cash equivalents, end of year .....   $    589,424    $     44,291
                                                                  ============    ============
</Table>




                                      F-22
<PAGE>

<Table>
<Caption>

Supplemental disclosure of cash flow information: Cash paid
  during the year for:

<S>                                                                   <C>           <C>
       Interest...............................................        $  20,894     $       51,854
                                                                      ==========    =======-======
 Income taxes.................................................        $       --    $           --
                                                                      ==========    ==============

    Non-cash investing and financing transactions:
       Net assets and debt sold to AspenBio in exchange for
          promissory note ........................................... $  450,000    $           --

                                                                      ==========    ==============
       Cashless exercise of stock options...................          $       62    $           --
                                                                      ==========    ==============
</Table>






               See accompanying summary of significant accounting
                 policies and notes to the financial statements.



                                      F-23
<PAGE>


                             VITRO DIAGNOSTICS, INC.

                   Summary of Significant Accounting Policies

Use of estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash equivalents

For the purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.

Revenue and cost recognition

The Company utilizes the accrual method of accounting whereby revenue is
recognized when earned and expenses are recognized when incurred.

Inventory

Inventory is valued utilizing the lower of cost or market value determined on
the first-in first-out (FIFO) valuation method. Physical inventories are
conducted quarterly. As of October 31, 2000, the Company had no inventory (See
note A).

Property, equipment and depreciation

Property and equipment are stated at cost. Depreciation is calculated on the
straight-line method. As of October 31, 2000, the Company had no depreciable
assets (See Note A). Depreciation expense totaled $10,487 for the year ended
October 31, 2000.

Patents and amortization

Patents consist of costs incurred to acquire patents. Amortization commences
once a patent is granted. If a patent is denied, the costs incurred are charged
to operations in the year the patent is denied. The Company amortizes its patent
over a period of twenty years. Amortization expense totaled $3,859 for the year
ended October 31, 2000.





                                      F-24
<PAGE>

Income taxes

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and the tax
basis of assets and liabilities for financial and income tax reporting. The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.

Earnings/(loss) per share

The Company reports loss per share using a dual presentation of basic and
diluted loss per share. Basic loss per share excludes the impact of common stock
equivalents. Diluted loss per share utilizes the average market price per share
when applying the treasury stock method in determining common stock equivalents.
Common stock options outstanding at October 31, 2000 were not included in the
diluted loss per share as all 1,162,344 options were anti-dilutive. Therefore,
basic and diluted losses per share at October 31, 2000 were equal.

Stock-based compensation

SFAS No. 123, "Accounting for Stock-Based Compensation" was issued in October
1995 (SFAS 123). This accounting standard permits the use of either a "fair
value based method" or the "intrinsic value method" defined in Accounting
Principles Board Opinion 25, "Accounting for Stock Issued to Employees" (APB 25)
to account for stock-based compensation arrangements. SFAS 123 requires the fair
value based method of accounting for stock issued to non-employees in exchange
for services.

Companies that elect to use the method provided in APB 25 are required to
disclose pro forma net income and pro forma earnings per share information that
would have resulted from the use of the fair value based method. The Company has
elected to continue to determine the value of stock-based compensation
arrangements under the provisions of APB 25. Pro forma disclosures have been
included in Note D.

Fair value of financial instruments

SFAS 107, "Disclosure About Fair Value of Financial Instruments," requires
certain disclosures regarding the fair value of financial instruments. The
carrying amounts of cash, accounts payable and other accrued liabilities
approximate fair value due to the short-term maturity of the instruments.





                                      F-25
<PAGE>

                             VITRO DIAGNOSTICS, INC.
                          Notes to Financial Statements

NOTE A:  NATURE OF ORGANIZATION

The Company was incorporated under the laws of Nevada on March 31, 1986. From
November of 1990 through July 31, 2000, the Company was engaged in the
development, manufacturing and marketing of purified human antigens
("Diagnostics") and the development of therapeutic products (Therapeutics"). The
Company's sales have been solely attributable to the manufacturing of the
purified human antigens.

On August 7, 2000, the Company sold its Diagnostics operations to AspenBio, Inc.
("AspenBio"), a private affiliated company owned by the former president and
director. The transaction was effective for accounting purposes on July 31,
2000. AspenBio purchased all of the assets and liabilities of the Company,
excluding the patents, in exchange for $250,000 and a $450,000 promissory note.
The promissory note was paid in full as of October 31, 2000. Because the
transaction occurred between related parties, the Company's gain on the sale was
recorded to equity as an increase to additional paid-in capital. The net
increase to additional paid-in capital of $354,770 was calculated as follows:

<Table>
<Caption>

    Description                                    Amount       Totals
    -----------                                    ------       ------

<S>                                              <C>         <C>
Cash........................................     $   6,517
Receivables.................................       208,142
Inventory...................................       335,198
Furniture and equipment, net................        54,212
Other assets................................        11,058
                                                ----------
                            Total Assets....                    615,127
Payables and accruals.......................      (67,319)
Debt........................................     (202,578)
                                                ----------
                      Total Liabilities *...                   (269,897)
                                                             ----------
Net assets sold to AspenBio.................                    345,230
                                                             ----------
Cash........................................       250,000
Promissory note.............................       450,000
                                                ----------
Consideration received from AspenBio........                    700,000
                                                             ----------
Net contributed capital received from
AspenBio....................................                 $  354,770
                                                             ==========
</Table>

* Does not include $283,726 in off-balance sheet operating leases transferred to
AspenBio in the sale.


                                      F-26
<PAGE>


Following the sale of its Diagnostics operations, the Company began devoting all
efforts to its therapeutic drug development. The Company's target area for its
therapeutic products is the treatment of human infertility. The Company was
granted a patent for its product VITROPIN(TM) on November 23, 1999. VITROPIN(TM)
is a highly purified urinary follicle-stimulating hormone (FSH) preparation
produced according to the Company's patented purification process. The Company
is developing additional FSH-related drugs including VITROPIN-C(TM) and
VITROCELL(TM), and a syringe for administration of fertility drugs called
VITROJECT(TM).

The Company expects continuing losses over the next several years as research
and development efforts continue. Management plans to finance operations with
funds obtained through the sale of the Diagnostics operations, issuances of
equity or debt securities, and in the longer term, research and development
contract revenue and revenue from product sales and royalties.

NOTE B:  RELATED PARTY TRANSACTIONS

During the period from August 1, 2000 through October 31, 2000, AspenBio
contributed the use of its office space and facilities to the Company. The use
of the office space and facilities were valued at $1,750 per month based on the
market rate in the local area and is included in the accompanying financial
statements as rent and facility fees, related party with a corresponding credit
to contributed capital.

NOTE C:  INCOME TAXES

A reconciliation of the U.S. statutory federal income tax rate to the effective
rate is as follows:

<Table>
<Caption>

                                                             October 31,
                                                     -------------------------
                                                        2000           1999
                                                     ----------     ----------

<S>                                                  <C>            <C>
U.S. federal statutory graduated rate                     34.00%         26.51%
State income tax rate, net of federal benefit              3.14%          3.49%
Contributed office and facility use                       (0.46)%         0.00%
Net operating loss for which no tax benefit
   is currently available                                (36.68)%       (30.00)%
                                                     ----------     ----------
                                                           0.00%          0.00%
                                                     ==========     ==========
</Table>

At October 31, 2000, deferred taxes consisted of a net tax asset of $817,690,
due to operating loss carryforwards of $2,181,755, which was fully allowed for
in the valuation allowance of $817,690. The valuation allowance offsets the net
deferred tax asset for which there is no assurance of recovery. The deferred tax
assets for the years ended October 31, 2000 and 1999 were $157,791 and $42,243,
respectively. The change in the valuation allowance from October 31, 1999
through October 31, 2000 was $157,791. Net operating loss carryforwards will
expire through 2020.


                                      F-27
<PAGE>

The valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced; reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer impaired and the allowance is
no longer required.

NOTE D:  SHAREHOLDERS' EQUITY

During the year ended October 31, 2000, the Company issued 62,248 shares of its
$.001 par value common stock through the exercise of 82,656 common stock
options. The option holders surrendered 20,408 options as consideration for the
stock received.

During the year ended October 31, 2000, the Company sold 17,500 shares of its
$.001 par value common stock for $1,400 through the exercise of 17,500 common
stock options at $.08 per share.

During the year ended October 31, 2000, the Company granted 35,000 options to
directors with exercise prices equal to the common stock market value on the
date of grant. The weighted average exercise price and weighted average fair
value of these options as of October 31, 2000 were $1.42 and $.72, respectively.

All stock options have been issued under the Company's 1992 Stock Option Plan.
An aggregate of 3,000,000 common shares has been reserved for issuance under the
1992 Plan. All stock options were fully vested on the date of grant. The
following schedule summarizes the changes in the Company's stock option plan:

<Table>
<Caption>

                                       Options Outstanding and Exercisable
                                      ------------------------------------     Weighted Average
                                         Number of      Exercise Price          Exercise Price
                                          Shares           Per Share              Per Share
                                       ------------    ----------------        ----------------

<S>                                    <C>             <C>                     <C>
Balance at October 31, 1998...........    2,440,000        $.07 to $.79            $   0.10
   Options granted....................      220,000        $.63 to $.79                0.64

   Options exercised..................   (1,400,000)       $.07 to $.19                0.09
   Options canceled...................           --                  --                  --
                                       ------------    ----------------            --------
Balance at October 31, 1999...........    1,260,000        $.07 to $.79                0.22
   Options granted....................       35,000      $1.19 to $1.50                1.42
   Options exercised..................     (100,156)      $.08 to $1.00                0.59
   Options canceled...................           --                  --                  --
                                       ------------    ----------------            --------
Balance at October 31, 2000...........    1,194,844       $.07 to $1.50            $   0.25
                                       ============    ================            ========
</Table>




                                      F-28
<PAGE>

Pro forma information regarding net income and earnings per share is required by
SFAS 123 as if the Company had accounted for its granted stock options under the
fair value method of that Statement. The fair value for these options was
estimated at the date of grant using the Black-Scholes option-pricing model with
the following assumptions:

            Risk-free interest rate.........................6.00%
            Dividend yield..................................0.00%
            Volatility factor..............................50.00%
            Weighted average expected life................5 years

The Black-Scholes options valuation model was developed for use in estimating
the fair value of traded options, which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its stock options. However, the Company has
presented the pro forma net loss and pro forma basic and diluted loss per common
share using the assumptions noted above.

<Table>
<Caption>

                                                 For the Years Ended
                                                    October 31,
                                            ----------------------------
                                               2000             1999
                                            -----------     -----------

<S>                                         <C>             <C>
Pro forma net loss                          $ (455,336)     $ (211,203)
                                            ==========      ==========
Pro forma basic and diluted net loss
   per common share                         $    (0.05)     $    (0.03)
                                            ==========      ==========
</Table>



NOTE E:  SUBSEQUENT EVENT

On November 3, 2000, the Company granted 4,000 options to directors with
exercise prices equal to the common stock market value on the date of grant. The
weighted average exercise price and weighted average fair value of these options
on November 3, 2000 were $1.16 and $.59, respectively.

Effective December 2, 2000, the Company's Board of Directors adopted an Equity
Incentive Plan (the "Plan"), which replaced the Company's 1992 Stock Option
Plan. One million shares of common stock are authorized to be awarded under the
Plan. Awards may take the form of stock options, non-qualified stock options,
restricted stock awards, stock bonuses and other stock grants


                                      F-29
<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The expenses payable by the Registrant in connection with the issuance
and distribution of the securities being registered (other than underwriting
discounts and commissions, if any) are set forth below. Each item listed is
estimated, except for the Securities and Exchange Commission registration fee.

<Table>
<Caption>

<S>                                                                                     <C>
         Securities and Exchange Commission registration fee                             $    396.82
         Accounting fees and expenses                                                      15,000.00
         Legal fees and expenses                                                           40,000.00
         Registrar and transfer agent's fees and expenses                                   2,500.00
         Printing and engraving expenses                                                   15,000.00
         Miscellaneous                                                                      7,103.18
                                                                                         -----------
         Total expenses                                                                  $ 80,000.00
                                                                                         ===========
</Table>


ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 7-109-102 of the Colorado Business Corporation Act ("CBCA")
provides that a corporation may indemnify any director made a party to any
proceeding against expenses reasonably incurred by him in connection with the
defense or settlement of the action, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation. To the extent that a director or officer is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation is required under Colorado law to indemnify that person
against reasonable expenses incurred in connection therewith.

         Article Seventh(c) of our Articles of Incorporation requires us to
indemnify each of our directors and officers to the maximum extent permitted by
CBCA.

         Article Seventh(d) of the Registrant's Certificate of Incorporation
provides that no director shall be liable to the Registrant or its shareholders
for monetary damages for breach of his fiduciary duty as a director. However, a
director will be liable for any breach of his duty of loyalty to the Registrant
or its shareholders, for acts or omissions not in good faith or involving
intentional misconduct or knowing violation of law, any transaction from which
the director derived an improper personal benefit, or voting for or assenting to
a distribution that is unlawful under Colorado law.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

         Since its inception on July 24, 2000, the Registrant has made the
following sales of securities that were not registered under the Securities Act
of 1933, as amended (the "Securities Act"):


                                      II-1
<PAGE>

         From July through December 2000, the Registrant sold 5,432,798 shares
of its Common Stock (as adjusted for a stock split in 2001) to Roger D. Hurst,
President of the Company, and Cathy Landmann, Director of Laboratory Operations
of the Company, for $500,000 in cash. In January 2001, the Registrant sold
282,958 shares (as adjusted for the stock split) to William F. Colgin, Jr. for
$15,458. Mr. Colgin is an attorney and is the brother of Dr. Mark Colgin, the
Company's Director of Recombinant Technology. All of these shares were issued
without registration in reliance on the exemption from registration under
Section 4(2) of the Securities Act.

         Effective January 1, 2001, the Registrant issued 2,284,244 shares of
its Common Stock to four key employees for services rendered valued at $137,055.
These shares were issued without registration in reliance on Rule 701 and the
exemption from registration under Section 4(2) of the Securities Act.

         During the period from July 1, 2001 to December 28, 2001, the
Registrant issued 300,000 shares of its Common Stock to nine persons at $1.00
per share for aggregate consideration of $300,000. All of these shares were
issued without registration in reliance on the exemption from registration under
Section 3(b) of the Securities Act and SEC Rule 504. The Registrant also
believes that the Section 4(2) exemption would also be available due to the
limited size of the offering and the qualifications of the offerees.

         In connection with the 2001 private offering, the Registrant sent an
investor rights declaration regarding piggyback registration and other rights to
the Purchasers. The Registrant also prematurely issued stock certificates to
these purchasers prior to filing amended articles of incorporation with the
Colorado Secretary of State to increase the Registrant's authorized shares of
common stock. The Registrant subsequently filed the amended articles. The
Registrant also offered to rescind the purchases by refunding the purchase price
plus 10% and requested return of the stock certificates and an Amended Investors
Rights Declaration. Of the nine purchasers, one purchaser of 50,000 shares
accepted the offer of rescission and the Registrant paid him $55,000. In March
2002, the Registrant resold the 50,000 shares to the wife and father-in-law of a
director at $1.25 per share, or a total of $62,500. The shares were issued
without registration in reliance on the exemption from registration under
Section 4(2) of the Securities Act and Rules 505 and 506.

         In December 2001, the Registrant entered into an agreement to sell
1,000,000 shares and warrants to purchase up to 830,000 shares to Cambridge
Holdings, Ltd. and its designees for $600,000. These securities were issued
without registration in reliance on the exemption from registration under
Section 3(b) of the Securities Act and SEC Rule 504. These securities were
issued without registration in reliance on the exemption from registration under
Section 4(2) of the Securities Act.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(e)      Exhibits

                                INDEX TO EXHIBITS


      EXHIBIT NO.                         DESCRIPTION

         3.1          Articles of Incorporation of the Registrant filed July 24,
                      2000

         3.1.1        Articles of Amendment to the Articles of Incorporation of
                      the Registrant filed December 26, 2001



                                      II-2
<PAGE>
      EXHIBIT NO.                   DESCRIPTION


         3.2          Bylaws of the Registrant

         4.1(a)       Specimen Certificate of Common Stock

            (b)       Specimen Warrant and Agreement to Amend Warrants

         5.1          Opinion of Patton Boggs LLP as to legality of 1,725,305 of
                      the shares of AspenBio common stock being registered*

         10.1         Agreement for Purchase of Assets and Assumption of
                      Liabilities by and among Vitro Diagnostics, Inc., Erik Van
                      Horne, James Musick, AspenBio, and Roger Hurst, dated
                      August 7, 2000

         10.2(a)      Securities Purchase Agreement, dated December 28, 2001,
                      between AspenBio and Cambridge Holdings, Ltd.

         10.3         Investor Rights Agreement, dated December 28, 2001,
                      between AspenBio and Cambridge Holdings, Ltd.

         10.4(a)      Consulting Agreement, dated December 28, 2001, between
                      AspenBio and Cambridge Holdings, Ltd.

             (b)      Letter, dated March 14, 2002, confirming performance and
                      termination of the Consulting Agreement

         10.5         Shareholders Agreement, dated December 28, 2001, among
                      AspenBio, Cambridge Holdings and Roger Hurst

         10.6         Amended Investor Rights Declaration dated December 28,
                      2001, between AspenBio and Shareholders of AspenBio

         10.7         2002 Stock Incentive Plan

         10.8         Technology Transfer Agreement, dated October 29, 2001
                      between AspenBio and the University of Wyoming**

         10.9         License Agreement for Determination of Pregnancy Status of
                      Ungulates, dated September 25, 2001, between AspenBio and
                      the Idaho Research Foundation Inc.

         10.10        Promissory Note, dated August 7, 2000, made by AspenBio to
                      Roger D. Hurst and Amended and Restated Promissory Note,
                      dated April 1, 2002

         10.11        Promissory Note, dated April 1, 2002 made by AspenBio to
                      Roger D. Hurst.

         10.12        Promissory Note, dated November 1, 2000, made by AspenBio
                      to Colorado Business Leasing

         10.13        Stock Option Agreement, dated August 21, 2001, between
                      AspenBio and Gail Schoettler

         10.14        Stock Option Agreement, dated August 21, 2001, between
                      AspenBio and Bruce Deal

         23.1         Consent of Larry O'Donnell, CPA, P.C.

         23.2         Consent of Cordovano and Harvey, P.C.

         23.3         Consent of Patton Boggs LLP*

* to be filed by amendment
** Filed under an application for confidential treatment.

(b)      Financial Statement Schedule


                                      II-3
<PAGE>

         No financial statement schedules are required.

ITEM 17. UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end in the form of prospectus
                           filed with the Commission pursuant to Rule 424(b),
                           if, in the aggregate, the changes in volume and price
                           represent no more than a 20% change in the maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement:

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement."

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



                                      II-4
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-1 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, in the City of
Littleton, State of Colorado, on April 11, 2002.


                                  ASPENBIO, INC.
                                  (Registrant)


                                  By:  /s/ Roger D. Hurst
                                     -------------------------------------------
                                     Roger D. Hurst,  President


         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the date stated.


Date:    April 11, 2002             /s/ Roger D. Hurst
                                    --------------------------------------------
                                    Roger D. Hurst, President, Chief Executive
                                     Officer, Chief Financial Officer and
                                     Director


Date:    April 11, 2002             /s/ Gregory Pusey
                                    --------------------------------------------
                                    Gregory Pusey, Secretary and Director


Date:    April 11, 2002             /s/ Gail S. Schoettler
                                    --------------------------------------------
                                    Gail S. Schoettler, Director


                                      II-5

<PAGE>


                                 EXHIBIT INDEX

<Table>
<Caption>

      EXHIBIT
      NUMBER                              DESCRIPTION
      -------                             -----------

<S>                   <C>
         3.1          Articles of Incorporation of the Registrant filed July 24,
                      2000

         3.1.1        Articles of Amendment to the Articles of Incorporation of
                      the Registrant filed December 26, 2001

         3.2          Bylaws of the Registrant

         4.1(a)       Specimen Certificate of Common Stock

            (b)       Specimen Warrant and Agreement to Amend Warrants

         5.1          Opinion of Patton Boggs LLP as to legality of 1,725,305 of
                      the shares of AspenBio common stock being registered*

         10.1         Agreement for Purchase of Assets and Assumption of
                      Liabilities by and among Vitro Diagnostics, Inc., Erik Van
                      Horne, James Musick, AspenBio, and Roger Hurst, dated
                      August 7, 2000

         10.2(a)      Securities Purchase Agreement, dated December 28, 2001,
                      between AspenBio and Cambridge Holdings, Ltd.

         10.3         Investor Rights Agreement, dated December 28, 2001,
                      between AspenBio and Cambridge Holdings, Ltd.

         10.4(a)      Consulting Agreement, dated December 28, 2001, between
                      AspenBio and Cambridge Holdings, Ltd.

             (b)      Letter, dated March 14, 2002, confirming performance and
                      termination of the Consulting Agreement

         10.5         Shareholders Agreement, dated December 28, 2001, among
                      AspenBio, Cambridge Holdings and Roger Hurst

         10.6         Amended Investor Rights Declaration dated December 28,
                      2001, between AspenBio and Shareholders of AspenBio

         10.7         2002 Stock Incentive Plan

         10.8         Technology Transfer Agreement, dated October 29, 2001
                      between AspenBio and the University of Wyoming**

         10.9         License Agreement for Determination of Pregnancy Status of
                      Ungulates, dated September 25, 2001, between AspenBio and
                      the Idaho Research Foundation Inc.

         10.10        Promissory Note, dated August 7, 2000, made by AspenBio to
                      Roger D. Hurst and Amended and Restated Promissory Note,
                      dated April 1, 2002

         10.11        Promissory Note, dated April 1, 2002 made by AspenBio to
                      Roger D. Hurst.

         10.12        Promissory Note, dated November 1, 2000, made by AspenBio
                      to Colorado Business Leasing

         10.13        Stock Option Agreement, dated August 21, 2001, between
                      AspenBio and Gail Schoettler

         10.14        Stock Option Agreement, dated August 21, 2001, between
                      AspenBio and Bruce Deal

         23.1         Consent of Larry O'Donnell, CPA, P.C.

         23.2         Consent of Cordovano and Harvey, P.C.

         23.3         Consent of Patton Boggs LLP*
</Table>

*  to be filed by amendment

** filed under an application for confidential treatment.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>d95933ex3-1.txt
<DESCRIPTION>ARTICLES OF INCORPORATION OF THE REGISTRANT
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                                 ASPENBIO, INC.

The undersigned, who, if a natural person, is eighteen years of age or older,
hereby establishes a corporation pursuant to the Colorado Business Corporation
Act as amended and adopts the following Articles of Incorporation:

FIRST::         The name of the corporation is AspenBio, Inc.

SECOND:         The corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations organized
under the laws of Colorado. In addition, the corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes. The corporation may conduct part or all of its business in any part of
Colorado, the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.

THIRD:          (1)     The aggregate number of shares which the corporation
shall have authority to issue is 100,000 shares of common stock. The shares of
this class of common stock shall have unlimited voting rights and shall
constitute the sole voting group of the corporation, except to the extent any
additional voting group or groups may hereafter be established in accordance
with the Colorado Business Corporation Act. The shares of this class shall also
be entitled to receive the net assets of the corporation upon dissolution.

        a.      Each shareholder of record shall have one vote for each share of
stock standing in his name on the books of the corporation and entitled to vote,
except that in the election of directors each

<PAGE>


shareholder shall have as many votes for each share held by him as there are
directors to be elected and for whose election the shareholder has a right to
vote. Cumulative voting shall not be permitted in the election of directors or
otherwise.

        b.      Unless otherwise ordered by a court of competent jurisdiction,
at all meetings of shareholders one-third of the shares of a voting group
entitled to vote at such meeting, represented in person or by proxy, shall
constitute a quorum of that voting group.

FOURTH:         The number of directors of the corporation shall be fixed by the
bylaws, or if the bylaws fail to fix such a number, then by resolution adopted
from time to time by the board of directors, provided that the number of
directors shall not be more than five nor less than one. One director shall
constitute the initial board of directors. The following person is elected to
serve as the corporation's initial director until the first annual meeting of
shareholders or until his successor is duly elected and qualified:

<TABLE>
<CAPTION>
                   Name                                   Address
                   ----                                   -------
<S>                                                       <C>
                   Roger D. Hurst                         8100 Southpark Way, Unit B-1
                                                          Littleton, Colorado 80120
</TABLE>

        FIFTH:  The street address of the initial registered office of the
corporation is 370 17th Street, Suite 5350, Denver, Colorado 80202. The name of
the initial registered agent of the corporation at such address is Cathy S.
Krendl.

        SIXTH:  The address of the initial principal office of the corporation
is 8100 Southpark Way, Unit B-1, Littleton, Colorado 80120.

        SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limi-

                                      -2-
<PAGE>

tation or exclusion of the powers conferred by law.

                (a)     Conflicting Interest Transactions. As used in this
paragraph, "conflicting interest transaction" means any of the following: (i) a
loan or other assistance by the corporation to a director of the corporation or
to an entity in which a director of the corporation is a director or officer or
has a financial interest; (ii) a guaranty by the corporation of an obligation of
a director of the corporation or of an obligation of an entity in which a
director of the corporation is a director or officer or has a financial
interest; or (iii) a contract or transaction between the corporation and a
director of the corporation or between the corporation and an entity in which a
director of the corporation is a director or officer or has a financial
interest. No conflicting interest transaction shall be void or voidable, be
enjoined, be set aside, or give rise to an award of damages or other sanctions
in a proceeding by a shareholder or by or in the right of the corporation,
solely because the conflicting interest transaction involves a director of the
corporation or an entity in which a director of the corporation is a director or
officer or has a financial interest, or solely because the director is present
at or participates in the meeting of the corporation's board of directors or of
the committee of the board of directors which authorizes, approves or ratifies a
conflicting interest transaction, or solely because the director's vote is
counted for such purpose if: (A) the material facts as to the director's
relationship or interest and as to the conflicting interest transaction are
disclosed or are known to the board of directors or the committee, and the board
of directors or committee in good faith authorizes, approves or ratifies the
conflicting interest transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors are less than a

                                      -3-
<PAGE>

quorum; or (B) the material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the conflicting interest transaction
is specifically authorized, approved or ratified in good faith by a vote of the
shareholders; or (C) a conflicting interest transaction is fair as to the
corporation as of the time it is authorized, approved or ratified by the board
of directors, a committee thereof, or the shareholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the board of directors or of a committee which authorizes, approves or ratifies
the conflicting interest transaction.

                (b)     Loans and Guaranties for the Benefit of Directors.
Neither the board of directors nor any committee thereof shall authorize a loan
by the corporation to a director of the corporation or to an entity in which a
director of the corporation is a director or officer or has a financial
interest, or a guaranty by the corporation of an obligation of a director of the
corporation or of an obligation of an entity in which a director of the
corporation is a director or officer or has a financial interest, until at least
ten days after written notice of the proposed authorization of the loan or
guaranty has been given to the shareholders who would be entitled to vote
thereon if the issue of the loan or guaranty were submitted to a vote of the
shareholders. The requirements of this paragraph (b) are in addition to, and not
in substitution for, the provisions of paragraph (a) of Article SEVENTH.

                (c)     Indemnification. The corporation shall indemnify, to the
maximum extent permitted by law, any person who is or was a director, officer,
agent, fiduciary or employee of the corporation against any claim, liability or
expense arising against or incurred by such person

                                      -4-
<PAGE>

made party to a proceeding because he is or was a director, officer, agent,
fiduciary or employee of the corporation or because he is or was serving another
entity or an employee benefit plan as a director, officer, partner, trustee,
employee, fiduciary or agent at the corporation's request. The corporation shall
further have the authority to the maximum extent permitted by law to purchase
and maintain insurance providing such indemnification.

                (d)     Limitation on Director's Liability. No director of this
corporation shall have any personal liability for monetary damages to the
corporation or its shareholders for breach of his fiduciary duty as a director,
except that this provision shall not eliminate or limit the personal liability
of a director to the corporation or its shareholders for monetary damages for:
(i) any breach of the director's duty of loyalty to the corporation or its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) voting for or
assenting to a distribution in violation of Colorado Revised Statutes Section
7-106-401 or the articles of incorporation if it is established that the
director did not perform his duties in compliance with Colorado Revised Statutes
Section 7-108-401, provided that the personal liability of a director in this
circumstance shall be limited to the amount of the distribution which exceeds
what could have been distributed without violation of Colorado Revised Statutes
Section 7-106-401 or the articles of incorporation; or (iv) any transaction from
which the director directly or indirectly derives an improper personal benefit.
Nothing contained herein will be construed to deprive any director of his right
to all defenses ordinarily available to a director nor will anything herein be
construed to deprive any director of any right he may have for contribution from
any other director or other person.

                (e)     Negation of Equitable Interests in Shares or Rights.
Unless a person

                                      -5-
<PAGE>

is recognized as a shareholder through procedures established by the corporation
pursuant to Colorado Revised Statutes Section 7-107-204 or any similar law, the
corporation shall be entitled to treat the registered holder of any shares of
the corporation as the owner thereof for all purposes permitted by the Colorado
Business Corporation Act, including without limitation all rights deriving from
such shares, and the corporation shall not be bound to recognize any equitable
or other claim to, or interest in, such shares or rights deriving from such
shares on the part of any other person including without limitation, a
purchaser, assignee or transferee of such shares, unless and until such other
person becomes the registered holder of such shares or is recognized as such,
whether or not the corporation shall have either actual or constructive notice
of the claimed interest of such other person. By way of example and not of
limitation, until such other person has become the registered holder of such
shares or is recognized pursuant to Colorado Revised Statutes Section 7-107-204
or any similar applicable law, he shall not be entitled: (i) to receive notice
of the meetings of the shareholders; (ii) to vote at such meetings; (iii) to
examine a list of the shareholders; (iv) to be paid dividends or other
distributions payable to shareholders; or (v) to own, enjoy and exercise any
other rights deriving from such shares against the corporation. Nothing
contained herein will be construed to deprive any beneficial shareholder, as
defined in Colorado Revised Statutes Section 7-113-101(1), of any right he may
have pursuant to Article 113 of the Colorado Business Corporation Act or any
subsequent law.

        EIGHTH: The name and address of the incorporator is:

                Cathy S. Krendl
                370 17th Street, Suite 5350
                Denver, Colorado  80202

        Dated the 24th day of July, 2000.

                                      -6-
<PAGE>

                                                -------------------------
                                                Incorporator

                                      -7-
<PAGE>

        Cathy S. Krendl hereby consents to the appointment as the initial
registered agent for

AspenBio, Inc.


                                                -------------------------
                                                Initial Registered Agent

                                      -8-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1.1
<SEQUENCE>4
<FILENAME>d95933ex3-1_1.txt
<DESCRIPTION>ARTICLES OF AMENDMENT TO ARTICLE OF INCORPORATION
<TEXT>
<PAGE>

                                                                  EXHIBIT 3.1.1.

                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                                 ASPENBIO, INC.


        The undersigned corporation, pursuant to Section "7-110-106, Colorado
Revised Statutes (C.R.S.), delivers these Articles of Amendment to its Articles
of Incorporation to the Colorado Secretary of State for filing, and states as
follows:

1.      The name of the corporation is AspenBio, Inc.

2.      The following amendment to its Articles of Incorporation was adopted on
        August 1, 2001.

3.      The text of the amendment adopted is:

                The first sentence of Article THIRD (1) is amended to read as
                set forth below:

                        THIRD: (1) The aggregate number of shares which the
                corporation shall have authority to issue is 15,000,000 shares
                of common stock.

4.      The amendment was adopted by the shareholders. The number of votes cast
        for the amendment by each voting group entitled to vote separately on
        the amendment was sufficient for approval by the voting group.

5.      The amendment is to be effective upon filing.

6.      The address to which the Secretary of State may send a copy of this
        document upon completion of filing is: Noel E. Berger, 370 17th Street,
        Suite 5350, Denver, CO 80202.


                                                ASPENBIO, INC.


                                                By:
                                                   -----------------------------
                                                       Roger D. Hurst, President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>5
<FILENAME>d95933ex3-2.txt
<DESCRIPTION>BYLAWS OF THE REGISTRANT
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.2
                                                        EFFECTIVE: JULY 24, 2000

                                     BYLAWS

                                       OF

                                 ASPENBIO, INC.


                                    ARTICLE I

                                     Offices

        The principal office of the corporation shall be designated from time to
time by the corporation and may be within or outside of Colorado.

        The corporation may have such other offices, either within or outside
Colorado, as the board of directors may designate or as the business of the
corporation may require from time to time.

        The registered office of the corporation required by the Colorado
Business Corporation Act to be maintained in Colorado may be, but need not be,
identical with the principal office, and the address of the registered office
may be changed from time to time by the board of directors.

                                   ARTICLE II

                                  Shareholders

        Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held during the month of July of each year on a date and at a time fixed by
the board of directors of the corporation (or by the president in the absence of
action by the board of directors), beginning with the year 2001, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors is not held on the day fixed as
provided herein for any annual meeting of the shareholders, or any adjournment
thereof, the board of directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as it may conveniently be held.

        A shareholder may apply to the district court in the county in Colorado
where the corporation's principal office is located or, if the corporation has
no principal office in Colorado, to the district court of the county in which
the corporation's registered office is located to seek an order that a
shareholder meeting be held (i) if an annual meeting was not

<PAGE>

held within six months after the close of the corporation's most recently ended
fiscal year or fifteen months after its last annual meeting, whichever is
earlier, or (ii) if the shareholder participated in a proper call of or proper
demand for a special meeting and notice of the special meeting was not given
within thirty days after the date of the call or the date the last of the
demands necessary to require calling of the meeting was received by the
corporation pursuant to C.R.S. Section 7-107-102(1)(b), or the special meeting
was not held in accordance with the notice.

        Section 2.      Special Meetings. Unless otherwise prescribed by
statute, special meetings of the shareholders may be called for any purpose by
the president or by the board of directors. The president shall call a special
meeting of the shareholders if the corporation receives one or more written
demands for the meeting, stating the purpose or purposes for which it is to be
held, signed and dated by holders of shares representing at least ten percent of
all the votes entitled to be cast on any issue proposed to be considered at the
meeting.

        Section 3.      Place of Meeting. The board of directors may designate
any place, either within or outside Colorado, as the place for any annual
meeting or any special meeting called by the board of directors. A waiver of
notice signed by all shareholders entitled to vote at a meeting may designate
any place, either within or outside Colorado, as the place for such meeting. If
no designation is made, or if a special meeting is called other than by the
board, the place of meeting shall be the principal office of the corporation.

        Section 4.      Notice of Meeting. Written notice stating the place,
date, and hour of the meeting shall be given not less than ten nor more than
sixty days before the date of the meeting, except that (i) if the number of
authorized shares is to be increased, at least thirty days' notice shall be
given, or (ii) any other longer notice period is required by the Colorado
Business Corporation Act. The secretary shall be required to give such notice
only to shareholders entitled to vote at the meeting except as otherwise
required by the Colorado Business Corporation Act.

        Notice of a special meeting shall include a description of the purpose
or purposes of the meeting. Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (i) an amendment to the articles of
incorporation of the corporation, (ii) a merger or share exchange in which the
corporation is a party and, with respect to a share exchange, in which the
corporation's shares will be acquired, (iii) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all or
substantially all of the property of the corporation or of another entity which
this corporation controls, in each case with or without the goodwill, (iv) a
dissolution of the corporation, (v) restatement of the articles of
incorporation, or (vi) any other purpose for which a statement of purpose is
required by the Colorado Business Corporation Act. Notice shall be given
personally or by mail, private carrier, telegraph, teletype, electronically
transmitted facsimile or other form of wire or

                                       2
<PAGE>

wireless communication by or at the direction of the president, the secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed and if in a comprehensible form,
such notice shall be deemed to be given and effective when deposited in the
United States mail, properly addressed to the shareholder at his address as it
appears in the corporation's current record of shareholders, with first class
postage prepaid. If notice is given other than by mail, and provided that such
notice is in a comprehensible form, the notice is given and effective on the
date actually received by the shareholder.

        If requested by the person or persons lawfully calling such meeting, the
secretary shall give notice thereof at corporate expense. No notice need be sent
to any shareholder if three successive notices mailed to the last known address
of such shareholder have been returned as undeliverable until such time as
another address for such shareholder is made known to the corporation by such
shareholder. In order to be entitled to receive notice of any meeting, a
shareholder shall advise the corporation in writing of any change in such
shareholder's mailing address as shown on the corporation's books and records.

        When a meeting is adjourned to another date, time or place, notice need
not be given of the new date, time or place if the new date, time or place of
such meeting is announced before adjournment at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any
business which may have been transacted at the original meeting. If the
adjournment is for more than 120 days, or if a new record date is fixed for the
adjourned meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.

        A shareholder may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such shareholder. Such waiver shall
be delivered to the corporation for filing with the corporate records, but this
delivery and filing shall not be conditions to the effectiveness of the waiver.
Further, by attending a meeting either in person or by proxy, a shareholder
waives objection to lack of notice or defective notice of the meeting unless the
shareholder objects at the beginning of the meeting to the holding of the
meeting or the transaction of business at the meeting because of lack of notice
or defective notice. By attending the meeting, the shareholder also waives any
objection to consideration at the meeting of a particular matter not within the
purpose or purposes described in the meeting notice unless the shareholder
objects to considering the matter when it is presented.

        Section 5.      Fixing of Record Date. For the purpose of determining
shareholders entitled to (i) notice of or vote at any meeting of shareholders or
any adjournment thereof, (ii) receive distributions or share dividends, (iii)
demand a special meeting, or (iv) make a determination of shareholders for any
other proper purpose, the board of directors may fix a future date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days, and, in case of a meeting of shareholders, not less than
ten days, prior to the date on which the particular action requiring such
determination of

                                       3
<PAGE>

shareholders is to be taken. If no record date is fixed by the directors, the
record date shall be the day before the notice of the meeting is given to
shareholders, or the date on which the resolution of the board of directors
providing for a distribution is adopted, as the case may be. When a
determination of shareholders entitled to vote at any meeting of shareholders is
made as provided in this section, such determination shall apply to any
adjournment thereof unless the board of directors fixes a new record date, which
it must do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting. Unless otherwise specified when the record
date is fixed, the time of day for such determination shall be as of the
corporation's close of business on the record date.

                Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be given
notice of action so taken shall be the date a writing upon which the action is
taken is first received by the corporation. The record date for determining
shareholders entitled to demand a special meeting shall be the date of the
earliest of any of the demands pursuant to which the meeting is called.

        Section 6.      Voting Lists. After a record date is fixed for a
shareholders' meeting the secretary shall make, at the earlier of ten days
before such meeting or two business days after notice of the meeting has been
given, a complete list of the shareholders entitled to be given notice of such
meeting or any adjournment thereof. The list shall be arranged by voting groups
and within each voting group by class or series of shares, shall be in
alphabetical order within each class or series, and shall show the address of
and the number of shares of each class or series held by each shareholder. For
the period beginning the earlier of ten days prior to the meeting or two
business days after notice of the meeting is given and continuing through the
meeting and any adjournment thereof, this list shall be kept on file at the
principal office of the corporation, or at a place (which shall be identified in
the notice) in the city where the meeting will be held. Such list shall be
available for inspection on written demand by any shareholder (including for the
purpose of this Section 6 any holder of voting trust certificates) or his agent
or attorney during regular business hours and during the period available for
inspection. The original stock transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.

        Any shareholder, his agent or attorney may copy the list during regular
business hours and during the period it is available for inspection, provided
(i) the shareholder has been a shareholder for at least three months immediately
preceding the demand or holds at least five percent of all outstanding shares of
any class of shares as of the date of the demand, (ii) the demand is made in
\good faith and for a purpose reasonably related to the demanding shareholder's
interest as a shareholder, (iii) the shareholder describes with reasonable
particularity the purpose and the records the shareholder desires to inspect,
(iv) the records are directly connected with the described purpose, and (v) the
shareholder pays a reasonable charge covering the costs of labor and material
for such copies, not to exceed the estimated cost of production and
reproduction.

                                       4
<PAGE>

        Section 7.      Recognition Procedure for Beneficial Owners. The board
of directors may adopt by resolution a procedure whereby a shareholder of the
corporation may certify in writing to the corporation that all or a portion of
the shares registered in the name of such shareholder are held for the account
of a specified person or persons. The resolution may set forth (i) the types of
nominees to which it applies, (ii) the rights or privileges that the corporation
will recognize in a beneficial owner, which may include rights and privileges
other than voting, (iii) the form of certification and the information to be
contained therein, (iv) if the certification is with respect to a record date,
the time within which the certification must be received by the corporation, (v)
the period for which the nominee's use of the procedure is effective, and (vi)
such other provisions with respect to the procedure as the board deems necessary
or desirable. Upon receipt by the corporation of a certificate complying with
the procedure established by the board of directors, the persons specified in
the certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the number of shares specified in
place of the shareholder making the certification.

        Section 8.      Quorum and Manner of Acting. One-third of the votes
entitled to be cast on a matter by a voting group represented in person or by
proxy, shall constitute a quorum of that voting group for action on the matter.
If less than one-third of such votes are represented at a meeting, a majority of
the votes so represented may adjourn the meeting from time to time without
further notice, for a period not to exceed 120 days for any one adjournment. If
a quorum is present at such adjourned meeting, any business may be transacted
which might have been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, unless the meeting is adjourned and a
new record date is set for the adjourned meeting.

        If a quorum exists, action on a matter other than the election of
directors by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action, unless the vote of a greater number or voting by classes is required
by law or the articles of incorporation.

        Section 9.      Proxies. At all meetings of shareholders, a shareholder
may vote by proxy by signing an appointment form or similar writing, either
personally or by his duly authorized attorney-in-fact. A shareholder may also
appoint a proxy by transmitting or authorizing the transmission of a telegram,
teletype, or other electronic transmission providing a written statement of the
appointment to the proxy, a proxy solicitor, proxy support service organization,
or other person duly authorized by the proxy to receive appointments as agent
for the proxy, or to the corporation. The transmitted appointment shall set
forth or be transmitted with written evidence from which it can be determined
that the shareholder transmitted or authorized the transmission of the
appointment. The proxy appointment form

                                       5
<PAGE>

or similar writing shall be filed with the secretary of the corporation before
or at the time of the meeting. The appointment of a proxy is effective when
received by the corporation and is valid for eleven months unless a different
period is expressly provided in the appointment form or similar writing.

        Any complete copy, including an electronically transmitted facsimile, of
an appointment of a proxy may be substituted for or used in lieu of the original
appointment for any purpose for which the original appointment could be used.

        Revocation of a proxy does not affect the right of the corporation to
accept the proxy's authority unless (i) the corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his authority under the
appointment, or (ii) other notice of the revocation of the appointment is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment. Other notice of
revocation may, in the discretion of the corporation, be deemed to include the
appearance at a shareholders' meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such meeting.

        The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.

        The corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed by the
shareholder (including a shareholder who is a successor to the shareholder who
granted the proxy) either personally or by his attorney-in-fact, notwithstanding
that the revocation may be a breach of an obligation of the shareholder to
another person not to revoke the appointment.

        Subject to Section 11 and any express limitation on the proxy's
authority appearing on the appointment form, the corporation is entitled to
accept the proxy's vote or other action as that of the shareholder making the
appointment.

        Section 10.     Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote, except in the election of directors, and
each fractional share shall be entitled to a corresponding fractional vote on
each matter submitted to a vote at a meeting of shareholders, except to the
extent that the voting rights of the shares of any class or classes are limited
or denied by the articles of incorporation as permitted by the Colorado Business
Corporation Act. Cumulative voting shall not be permitted in the election of

                                       6
<PAGE>

directors or for any other purpose. Each record holder of stock shall be
entitled to vote in the election of directors and shall have as many votes for
each of the shares owned by him as there are directors to be elected and for
whose election he has the right to vote.

        At each election of directors, that number of candidates equaling the
number of directors to be elected, having the highest number of votes cast in
favor of their election, shall be elected to the board of directors.

        Except as otherwise ordered by a court of competent jurisdiction upon a
finding that the purpose of this Section would not be violated in the
circumstances presented to the court, the shares of the corporation are not
entitled to be voted if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the first corporation owns, directly or
indirectly, a majority of the shares entitled to vote for directors of the
second corporation except to the extent the second corporation holds the shares
in a fiduciary capacity.

        Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.

        Section 11.     Corporation's Acceptance of Votes. If the name signed on
a vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment or
proxy appointment revocation and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver, proxy appointment or proxy
appointment revocation does not correspond to the name of a shareholder, the
corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:

        (i) the shareholder is an entity and the name signed purports to be that
of an officer or agent of the entity;

        (ii) the name signed purports to be that of an administrator, executor,
guardian or conservator representing the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, proxy appointment or proxy
appointment revocation;

        (iii) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation has been presented with respect to the
vote, consent, waiver, proxy appointment or proxy appointment revocation;

                                       7
<PAGE>

        (iv) the name signed purports to be that of a pledgee, beneficial owner
or attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign for
the shareholder has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation;

        (v) two or more persons are the shareholder as co-tenants or fiduciaries
and the name signed purports to be the name of at least one of the co-tenants or
fiduciaries, and the person signing appears to be acting on behalf of all the
co-tenants or fiduciaries; or

        (vi) the acceptance of the vote, consent, waiver, proxy appointment or
proxy appointment revocation is otherwise proper under rules established by the
corporation that are not inconsistent with this Section 11.

        The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

        Neither the corporation nor its officers nor any agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section is
liable in damages for the consequences of the acceptance or rejection.

        Section 12.     Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a written consent (or counterparts thereof) that sets forth the
action so taken is signed by all of the shareholders entitled to vote with
respect to the subject matter thereof and received by the corporation. Such
consent shall have the same force and effect as a unanimous vote of the
shareholders and may be stated as such in any document. Action taken under this
Section 12 is effective as of the date the last writing necessary to effect the
action is received by the corporation, unless all of the writings specify a
different effective date, in which case such specified date shall be the
effective date for such action. If any shareholder revokes his consent as
provided for herein prior to what would otherwise be the effective date, the
action proposed in the consent shall be invalid. The record date for determining
shareholders entitled to take action without a meeting is the date the
corporation first receives a writing upon which the action is taken.

        Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section 12 may revoke such consent by a writing
signed by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the corporation before the effectiveness of the action.

                                       8
<PAGE>

        Section 13.     Meetings by Telecommunication. Any or all of the
shareholders may participate in an annual or special shareholders' meeting by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting may hear each other during the
meeting. A shareholder participating in a meeting by this means is deemed to be
present in person at the meeting.

                                   ARTICLE III

                               Board of Directors

        Section 1.      General Powers. All corporate powers shall be exercised
        by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, its board of directors,
except as otherwise provided in the Colorado Business Corporation Act or the
articles of incorporation.

        Section 2.      Number, Qualifications and Tenure. The number of
        directors of the corporation shall be fixed from time to time by the
board of directors, within a range of no less than one or more than five, but no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director. A director shall be a natural person who is eighteen
years of age or older. A director need not be a resident of Colorado or a
shareholder of the corporation.

        Directors shall be elected at each annual meeting of shareholders. Each
director shall hold office until the next annual meeting of shareholders
following his election and thereafter until his successor shall have been
elected and qualified. Directors shall be removed in the manner provided by the
Colorado Business Corporation Act. Any director may be removed by the
shareholders, with or without cause, at a meeting called for that purpose. The
notice of the meeting shall state that the purpose or one of the purposes of the
meeting is removal of the director. A director may be removed only if the number
of votes cast in favor of removal exceeds the number of votes cast against
removal.

        Section 3.      Vacancies. Any director may resign at any time by giving
written notice to the secretary. Such resignation shall take effect at the time
the notice is received by the secretary unless the notice specifies a later
effective date. Unless otherwise specified in the notice of resignation, the
corporation's acceptance of such resignation shall not be necessary to make it
effective. Any vacancy on the board of directors may be filled by the
affirmative vote of a majority of the shareholders at a special meeting called
for that purpose or by the board of directors. If the directors remaining in
office constitute fewer than a quorum of the board, the directors may fill the
vacancy by the affirmative vote of a majority of all the directors remaining in
office. If elected by the directors, the director shall hold office until the
next annual shareholders' meeting at which directors are elected. If elected by
the

                                       9
<PAGE>

shareholders, the director shall hold office for the unexpired term of his
predecessor in office; except that, if the director's predecessor was elected by
the directors to fill a vacancy, the director elected by the shareholders shall
hold office for the unexpired term of the last predecessor elected by the
shareholders.

        Section 4.      Regular Meetings. A regular meeting of the board of
directors shall be held without notice immediately after and at the same place
as the annual meeting of shareholders. The board of directors may provide by
resolution the time and place, either within or outside Colorado, for the
holding of additional regular meetings without other notice.

        Section 5.      Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any one
director. The person or persons authorized to call special meetings of the board
of directors may fix any place, either within or outside Colorado, as the place
for holding any special meeting of the board of directors called by them,
provided that no meeting shall be called outside the State of Colorado unless a
majority of the board of directors has so authorized.

        Section 6.      Notice. Notice of the date, time and place of any
special meeting shall be given to each director at least two days prior to the
meeting by written notice either personally delivered or mailed to each director
at his business address, or by notice transmitted by private courier, telegraph,
telex, electronically transmitted facsimile or other form of wire or wireless
communication. If mailed, such notice shall be deemed to be given and to be
effective on the earlier of (i) five days after such notice is deposited in the
United States mail, properly addressed, with first class postage prepaid, or
(ii) the date shown on the return receipt, if mailed by registered or certified
mail return receipt requested, provided that the return receipt is signed by the
director to whom the notice is addressed. If notice is given by telex,
electronically transmitted facsimile or other similar form of wire or wireless
communication, such notice shall be deemed to be given and to be effective when
sent, and with respect to a telegram, such notice shall be deemed to be given
and to be effective when the telegram is delivered to the telegraph company. If
a director has designated in writing one or more reasonable addresses or
facsimile numbers for delivery of notice to him, notice sent by mail, telegraph,
telex, electronically transmitted facsimile or other form of wire or wireless
communication shall not be deemed to have been given or to be effective unless
sent to such addresses or facsimile numbers, as the case may be.

        A director may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such director. Such waiver shall be
delivered to the secretary for filing with the corporate records, but such
delivery and filing shall not be conditions to the effectiveness of the waiver.
Further, a director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless at the beginning of the meeting, or
promptly upon his later arrival, the director objects to holding the meeting or
transacting

                                       10
<PAGE>

business at the meeting because of lack of notice or defective notice and does
not thereafter vote for or assent to action taken at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the board of directors need be specified in the notice or waiver of notice of
such meeting.

        Section 7.      Quorum. A majority of the number of directors fixed by
the board of directors pursuant to Article III, Section 2 or, if no number is
fixed, a majority of the number in office immediately before the meeting begins,
shall constitute a quorum for the transaction of business at any meeting of the
board of directors.

        Section 8.      Manner of Acting.  The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.

        Section 9. Compensation. By resolution of the board of directors, any
director may be paid any one or more of the following: his expenses, if any, of
attendance at meetings, a fixed sum for attendance at each meeting, a stated
salary as director, or such other compensation as the corporation and the
director may reasonably agree upon. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

        Section 10.     Presumption of Assent. A director of the corporation who
is present at a meeting of the board of directors or committee of the board at
which action on any corporate matter is taken shall be presumed to have assented
to all action taken at the meeting unless (i) the director objects at the
beginning of the meeting, or promptly upon his arrival, to the holding of the
meeting or the transaction of business at the meeting and does not thereafter
vote for or assent to any action taken at the meeting, (ii) the director
contemporaneously requests that his dissent or abstention as to any specific
action taken be entered in the minutes of the meeting, or (iii) the director
causes written notice of his dissent or abstention as to any specific action to
be received by the presiding officer of the meeting before its adjournment or by
the secretary promptly after the adjournment of the meeting. A director may
dissent to a specific action at a meeting, while assenting to others. The right
to dissent to a specific action taken at a meeting of the board of directors or
a committee of the board shall not be available to a director who voted in favor
of such action.

        Section 11.     Committees. By resolution adopted by a majority of all
the directors in office when the action is taken, the board of directors may
designate from among its members an executive committee and one or more other
committees, and appoint one or more members of the board of directors to serve
on them. To the extent provided in the resolution, each committee shall have all
the authority of the board of directors, except that no such committee shall
have the authority to (i) authorize distributions, (ii) approve or propose to
shareholders actions or proposals required by the Colorado Business Corporation
Act to be approved by shareholders, (iii) fill vacancies on the board of
directors or any committee thereof, (iv) amend

                                       11
<PAGE>

articles of incorporation, (v) adopt, amend or repeal the bylaws, (vi) approve a
plan of merger not requiring shareholder approval, (vii) authorize or approve
the reacquisition of shares unless pursuant to a formula or method prescribed by
the board of directors, or (viii) authorize or approve the issuance or sale of
shares, or contract for the sale of shares or determine the designations and
relative rights, preferences and limitations of a class or series of shares,
except that the board of directors may authorize a committee or officer to do so
within limits specifically prescribed by the board of directors. The committee
shall then have full power within the limits set by the board of directors to
adopt any final resolution setting forth all preferences, limitations and
relative rights of such class or series and to authorize an amendment of the
articles of incorporation stating the preferences, limitations and relative
rights of a class or series for filing with the Secretary of State under the
Colorado Business Corporation Act.

        Sections 4, 5, 6, 7, 8 or 12 of Article III, which govern meetings,
notice, waiver of notice, quorum, voting requirements and action without a
meeting of the board of directors, shall apply to committees and their members
appointed under this Section 11.

        Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee pursuant to its
authority shall alone constitute compliance by any member of the board of
directors or a member of the committee in question with his responsibility to
conform to the standard of care set forth in Article III, Section 14 of these
bylaws.

        Section 12.     Informal Action by Directors. Any action required or
permitted to be taken at a meeting of the directors or any committee designated
by the board of directors may be taken without a meeting if a written consent
(or counterparts thereof) that sets forth the action so taken is signed by all
of the directors entitled to vote with respect to the action taken. Such consent
shall have the same force and effect as a unanimous vote of the directors or
committee members and may be stated as such in any document. Unless the consent
specifies a different effective time or date, action taken under this Section 12
is effective at the time or date the last director signs a writing describing
the action taken, unless, before such time, any director has revoked his consent
by a writing signed by the director and received by the president or the
secretary of the corporation.

        Section 13.     Telephonic Meetings. The board of directors may permit
any director (or any member of a committee designated by the board) to
participate in a regular or special meeting of the board of directors or a
committee thereof through the use of any means of communication by which all
directors participating in the meeting can hear each other during the meeting. A
director participating in a meeting in this manner is deemed to be present in
person at the meeting.

                                       12
<PAGE>

        Section 14.     Standard of Care. A director shall perform his duties as
a director, including without limitation his duties as a member of any committee
of the board, in good faith, in a manner he reasonably believes to be in the
best interests of the corporation, and with the care an ordinarily prudent
person in a like position would exercise under similar circumstances. In
performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by the persons herein
designated. However, he shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
to be unwarranted. A director shall not be liable to the corporation or its
shareholders for any action he takes or omits to take as a director if, in
connection with such action or omission, he performs his duties in compliance
with this Section 14.

        The designated persons on whom a director is entitled to rely are (i)
one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented, (ii)
legal counsel, public accountant, or other person as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or (iii) a committee of the board of directors on which the director
does not serve if the director reasonably believes the committee merits
confidence.

                                   ARTICLE IV

                               Officers and Agents

        Section 1.      General. The officers of the corporation shall be a
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be appointed by the board of directors and shall be a natural person
eighteen years of age or older. One person may hold more than one office. The
board of directors or an officer or officers so authorized by the board may
appoint such other officers, assistant officers, committees and agents,
including a chairman of the board, assistant secretaries and assistant
treasurers, as they may consider necessary. Except as expressly prescribed by
these bylaws, the board of directors or the officer or officers authorized by
the board shall from time to time determine the procedure for the appointment of
officers, their authority and duties and their compensation, provided that the
board of directors may change the authority, duties and compensation of any
officer who is not appointed by the board.

        Section 2.      Appointment and Term of Office. The officers of the
corporation to be appointed by the board of directors shall be appointed at each
annual meeting of the board held after each annual meeting of the shareholders.
If the appointment of officers is not made at such meeting or if an officer or
officers are to be appointed by another officer or officers of the corporation,
such appointments shall be made as determined by the board of directors or the
appointing person or persons. Each officer shall hold office until the first of
the following

                                       13
<PAGE>

occurs: his successor shall have been duly appointed and qualified, his death,
his resignation, or his removal in the manner provided in Section 3.

        Section 3. Resignation and Removal. An officer may resign at any time by
giving written notice of resignation to the president, secretary or other person
who appoints such officer. The resignation is effective when the notice is
received by the corporation unless the notice specifies a later effective date.

        Any officer or agent may be removed at any time with or without cause by
the board of directors or an officer or officers authorized by the board. Such
removal does not affect the contract rights, if any, of the corporation or of
the person so removed. The appointment of an officer or agent shall not in
itself create contract rights.

        Section 4. Vacancies. A vacancy in any office, however occurring, may be
filled by the board of directors, or by the officer or officers authorized by
the board, for the unexpired portion of the officer's term. If an officer
resigns and his resignation is made effective at a later date, the board of
directors, or officer or officers authorized by the board, may permit the
officer to remain in office until the effective date and may fill the pending
vacancy before the effective date if the board of directors or officer or
officers authorized by the board provide that the successor shall not take
office until the effective date. In the alternative, the board of directors, or
officer or officers authorized by the board of directors, may remove the officer
at any time before the effective date and may fill the resulting vacancy.

        Section 5.      President. The president shall preside at all meetings
of shareholders and all meetings of the board of directors unless the board of
directors has appointed a chairman, vice chairman, or other officer of the board
and has authorized such person to preside at meetings of the board of directors.
Subject to the direction and supervision of the board of directors, the
president shall be the chief executive officer of the corporation, and shall
have general and active control of its affairs and business and general
supervision of its officers, agents and employees. Unless otherwise directed by
the board of directors, the president shall attend in person or by substitute
appointed by him, or shall execute on behalf of the corporation written
instruments appointing a proxy or proxies to represent the corporation, at all
meetings of the stockholders of any other corporation in which the corporation
holds any stock. On behalf of the corporation, the president may in person or by
substitute or by proxy execute written waivers of notice and consents with
respect to any such meetings. At all such meetings and otherwise, the president,
in person or by substitute or proxy, may vote the stock held by the corporation,
execute written consents and other instruments with respect to such stock, and
exercise any and all rights and powers incident to the ownership of said stock,
subject to the instructions, if any, of the board of directors. The president
shall have custody of the treasurer's bond, if any. The president shall have
such additional authority and duties as are appropriate and customary for the
office of president and chief executive officer, except as the same may be
expanded or limited by the board of directors from time to time.

                                       14
<PAGE>

        Section 6.      Vice Presidents. The vice presidents shall assist the
president and shall perform such duties as may be assigned to them by the
president or by the board of directors. In the absence of the president, the
vice president, if any (or, if more than one, the vice presidents in the order
designated by the board of directors, or if the board makes no such designation,
then the vice president designated by the president, or if neither the board nor
the president makes any such designation, the senior vice president as
determined by first election to that office), shall have the powers and perform
the duties of the president.

        Section 7.      Secretary. The secretary shall (i) prepare and maintain
as permanent records the minutes of the proceedings of the shareholders and the
board of directors, a record of all actions taken by the shareholders or board
of directors without a meeting, a record of all actions taken by a committee of
the board of directors in place of the board of directors on behalf of the
corporation, and a record of all waivers of notice of meetings of shareholders
and of the board of directors or any committee thereof, (ii) see that all
notices are duly given in accordance with the provisions of these bylaws and as
required by law, (iii) serve as custodian of the corporate records and of the
seal of the corporation and affix the seal to all documents when authorized by
the board of directors, (iv) keep at the corporation's registered office or
principal place of business a record containing the names and addresses of all
shareholders in a form that permits preparation of a list of shareholders
arranged by voting group and by class or series of shares within each voting
group, that is alphabetical within each class or series and that shows the
address of, and the number of shares of each class or series held by, each
shareholder, unless such a record shall be kept at the office of the
corporation's transfer agent or registrar, (v) maintain at the corporation's
principal office the originals or copies of the corporation's articles of
incorporation, bylaws, minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting for the past three years, all
written communications within the past three years to shareholders as a group or
to the holders of any class or series of shares as a group, a list of the names
and business addresses of the current directors and officers, a copy of the
corporation's most recent corporate report filed with the Secretary of State,
and financial statements showing in reasonable detail the corporation's assets
and liabilities and results of operations for the last three years, (vi) have
general charge of the stock transfer books of the corporation, unless the
corporation has a transfer agent, (vii) authenticate records of the corporation,
and (viii) in general, perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him by the
president or by the board of directors. Assistant secretaries, if any, shall
have the same duties and powers, subject to supervision by the secretary. The
directors and/or shareholders may however respectively designate a person other
than the secretary or assistant secretary to keep the minutes of their
respective meetings.

        Any books, records, or minutes of the corporation may be in written form
or in any form capable of being converted into written form within a reasonable
time.

                                       15
<PAGE>

        Section 8.      Treasurer. The treasurer shall be the principal
financial officer of the corporation, shall have the care and custody of all
funds, securities, evidences of indebtedness and other personal property of the
corporation and shall deposit the same in accordance with the instructions of
the board of directors. Subject to the limits imposed by the board of directors,
he shall receive and give receipts and acquittances for money paid in on account
of the corporation, and shall pay out of the corporation's funds on hand all
bills, payrolls and other just debts of the corporation of whatever nature upon
maturity. He shall perform all other duties incident to the office of the
treasurer and, upon request of the board, shall make such reports to it as may
be required at any time. He shall, if required by the board, give the
corporation a bond in such sums and with such sureties as shall be satisfactory
to the board, conditioned upon the faithful performance of his duties and for
the restoration to the corporation of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation. He shall have such other powers and perform such other
duties as may from time to time be prescribed by the board of directors or the
president. The assistant treasurers, if any, shall have the same powers and
duties, subject to the supervision of the treasurer.

        The treasurer shall also be the principal accounting officer of the
corporation. He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account as
required by the Colorado Business Corporation Act, prepare and file all local,
state and federal tax returns, prescribe and maintain an adequate system of
internal audit and prepare and furnish to the president and the board of
directors statements of account showing the financial position of the
corporation and the results of its operations.

                                    ARTICLE V

                                      Stock

        Section 1.      Certificates. The board of directors shall be authorized
to issue any of its classes of shares with or without certificates. The fact
that the shares are not represented by certificates shall have no effect on the
rights and obligations of shareholders. If the shares are represented by
certificates, such shares shall be represented by consecutively numbered
certificates signed, either manually or by facsimile, in the name of the
corporation by the president or vice president and the secretary or assistant
secretary. In case any officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, such certificate may nonetheless be issued by the
corporation with the same effect as if he were such officer at the date of its
issue. All certificates shall be consecutively numbered, and the names of the
owners, the number of shares, and the date of issue shall be entered on the
books of the corporation. Each certificate representing shares shall state upon
its face:

        (i) That the corporation is organized under the laws of Colorado;

                                       16
<PAGE>

        (ii) The name of the person to whom issued;

        (iii) The number and class of the shares and the designation of the
series, if any, that the certificate represents;

        (iv) The par value, if any, of each share represented by the
certificate; and

        (v) Any restrictions imposed by the corporation upon the transfer of the
shares represented by the certificate.

        If shares are not represented by certificates, within a reasonable time
following the issue or transfer of such shares, the corporation shall send the
shareholder a complete written statement of all of the information required to
be provided to holders of uncertificated shares by the Colorado Business
Corporation Act.

        Section 2.      Consideration for Shares. Certificated or uncertificated
shares shall not be issued until the shares represented thereby are fully paid.
The board of directors may authorize the issuance of shares for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash, promissory notes, services performed or other securities of the
corporation. Future services shall not constitute payment or partial payment for
shares of the corporation. The promissory note of a subscriber or an affiliate
of a subscriber shall not constitute payment or partial payment for shares of
the corporation unless the note is negotiable and is secured by collateral,
other than the shares being purchased, having a fair market value at least equal
to the principal amount of the note. For purposes of this Section 2, "promissory
note" means a negotiable instrument on which there is an obligation to pay
independent of collateral and does not include a non-recourse note.

        Section 3.      Lost Certificates. In case of the alleged loss,
destruction or mutilation of a certificate of stock, the board of directors may
direct the issuance of a new certificate in lieu thereof upon such terms and
conditions in conformity with law as the board may prescribe. The board of
directors may in its discretion require an affidavit of lost certificate and/or
a bond in such form and amount and with such surety as it may determine before
issuing a new certificate.

        Section 4.      Transfer of Shares. Upon surrender to the corporation or
to a transfer agent of the corporation of a certificate of stock duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, and receipt of such documentary stamps as may be required by law and
evidence of compliance with all applicable securities laws and other
restrictions, the corporation shall issue a new certificate to the person
entitled thereto, and cancel the old certificate. Every such transfer of stock
shall be entered on the

                                       17
<PAGE>

stock books of the corporation which shall be kept at its principal office or by
the person and at the place designated by the board of directors.

        Except as otherwise expressly provided in Article II, Sections 7 and 11,
and except for the assertion of dissenters' rights to the extent provided in
Article 113 of the Colorado Business Corporation Act, the corporation shall be
entitled to treat the registered holder of any shares of the corporation as the
owner thereof for all purposes, and the corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving from such shares on the part of any person other than the registered
holder, including without limitation any purchaser, assignee or transferee of
such shares or rights deriving from such shares, unless and until such other
person becomes the registered holder of such shares, whether or not the
corporation shall have either actual or constructive notice of the claimed
interest of such other person.

        Section 5.      Transfer Agent, Registrars and Paying Agents. The board
may at its discretion appoint one or more transfer agents, registrars and agents
for making payment upon any class of stock, bond, debenture or other security of
the corporation. Such agents and registrars may be located either within or
outside Colorado. They shall have such rights and duties and shall be entitled
to such compensation as may be agreed.

                                   ARTICLE VI

                       Indemnification of Certain Persons

                                       18
<PAGE>

        Section 1.      Indemnification. For purposes of Article VI, a "Proper
Person" means any person (including the estate or personal representative of a
director) who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether formal or informal, by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, fiduciary or agent of any
foreign or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company, or other enterprise or employee benefit plan. The corporation
shall indemnify any Proper Person against reasonably incurred expenses
(including attorneys' fees), judgments, penalties, fines (including any excise
tax assessed with respect to an employee benefit plan) and amounts paid in
settlement reasonably incurred by him in connection with such action, suit or
proceeding if it is determined by the groups set forth in Section 4 of this
Article that he conducted himself in good faith and that he reasonably believed
(i) in the case of conduct in his official capacity with the corporation, that
his conduct was in the corporation's best interests, or (ii) in all other cases
(except criminal cases), that his conduct was at least not opposed to the
corporation's best interests, or (iii) in the case of any criminal proceeding,
that he had no reasonable cause to believe his conduct was unlawful. Official
capacity means, when used with respect to a director, the office of director
and, when used with respect to any other Proper Person, the office in a
corporation held by the officer or the employment, fiduciary or agency
relationship undertaken by the employee, fiduciary, or agent on behalf of the
corporation. Official capacity does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.

        A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirement in (ii) of this Section 1. A director's conduct with respect to an
employee benefit plan for a purpose that the director did not reasonably believe
to be in the interests of the participants in or beneficiaries of the plan shall
be deemed not to satisfy the requirement of this section that he conduct himself
in good faith.

        No indemnification shall be made under this Article VI to a Proper
Person with respect to any claim, issue or matter in connection with a
proceeding by or in the right of a corporation in which the Proper Person was
adjudged liable to the corporation or in connection with any proceeding charging
that the Proper Person derived an improper personal benefit, whether or not
involving action in an official capacity, in which he was adjudged liable on the
basis that he derived an improper personal benefit. Further, indemnification
under this section in connection with a proceeding brought by or in the right of
the corporation shall be limited to reasonable expenses, including attorneys'
fees, incurred in connection with the proceeding.

                                       19
<PAGE>

        Section 2.      Right to Indemnification. The corporation shall
indemnify any Proper Person who was wholly successful, on the merits or
otherwise, in defense of any action, suit, or proceeding as to which he was
entitled to indemnification under Section l of this Article VI against expenses
(including attorneys' fees) reasonably incurred by him in connection with the
proceeding without the necessity of any action by the corporation other than the
determination in good faith that the defense has been wholly successful.

        Section 3.      Effect of Termination of Action. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person seeking indemnification did not meet the standards
of conduct described in Section 1 of this Article VI. Entry of a judgment by
consent as part of a settlement shall not be deemed an adjudication of
liability, as described in Section 2 of this Article VI.

        Section 4.      Groups Authorized to Make Indemnification Determination.
Except where there is a right to indemnification as set forth in Sections 1 or 2
of this Article or where indemnification is ordered by a court in Section 5, any
indemnification shall be made by the corporation only as determined in the
specific case by a proper group that indemnification of the Proper Person is
permissible under the circumstances because he has met the applicable standards
of conduct set forth in Section 1 of this Article. This determination shall be
made by the board of directors by a majority vote of those present at a meeting
at which a quorum is present, which quorum shall consist of directors not
parties to the proceeding ("Quorum"). If a Quorum cannot be obtained, the
determination shall be made by a majority vote of a committee of the board of
directors designated by the board, which committee shall consist of two or more
directors not parties to the proceeding, except that directors who are parties
to the proceeding may participate in the designation of directors for the
committee. If a Quorum of the board of directors cannot be obtained and the
committee cannot be established, or even if a Quorum is obtained or the
committee is designated and a majority of the directors constituting such Quorum
or committee so directs, the determination shall be made by (i) independent
legal counsel selected by a vote of the board of directors or the committee in
the manner specified in this Section 4 or, if a Quorum of the full board of
directors cannot be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote of the full board
(including directors who are parties to the action) or (ii) a vote of the
shareholders.

        Authorization of indemnification and advance of expenses shall be made
in the same manner as the determination that indemnification or advance of
expenses is permissible except that, if the determination that indemnification
or advance of expenses is permissible is made by independent legal counsel,
authorization of indemnification and advance of expenses shall be made by the
body that selected such counsel.

                                       20
<PAGE>

        Section 5.      Court-Ordered Indemnification. Any Proper Person may
apply for indemnification to the court conducting the proceeding or to another
court of competent jurisdiction for mandatory indemnification under Section 2 of
this Article, including indemnification for reasonable expenses incurred to
obtain court-ordered indemnification. If a court determines that the Proper
Person is entitled to indemnification under Section 2 of this Article, the court
shall order indemnification, including the Proper Person's reasonable expenses
incurred to obtain court-ordered indemnification. If the court determines that
such Proper Person is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not he met the standards of
conduct set forth in Section 1 of this Article or was adjudged liable in the
proceeding, the court may order such indemnification as the court deems proper
except that if the Proper Person has been adjudged liable, indemnification shall
be limited to reasonable expenses incurred in connection with the proceeding and
reasonable expenses incurred to obtain court-ordered indemnification.

        Section 6.      Advance of Expenses. Reasonable expenses (including
attorneys' fees) incurred in defending an action, suit or proceeding as
described in Section 1 may be paid by the corporation to any Proper Person in
advance of the final disposition of such action, suit or proceeding upon receipt
of (i) a written affirmation of such Proper Person's good faith belief that he
has met the standards of conduct prescribed by Section 1 of this Article VI,
(ii) a written undertaking, executed personally or on the Proper Person's
behalf, to repay such advances if it is ultimately determined that he did not
meet the prescribed standards of conduct (the undertaking shall be an unlimited
general obligation of the Proper Person but need not be secured and may be
accepted without reference to financial ability to make repayment), and (iii) a
determination is made by the proper group (as described in Section 4 of this
Article VI) that the facts as then known to the group would not preclude
indemnification. Determination and authorization of payments shall be made in
the same manner specified in Section 4 of this Article VI.

        Section 7.      Additional Indemnification to Certain Persons Other Than
Directors. In addition to the indemnification provided to officers, employees,
fiduciaries or agents because of their status as Proper Persons under this
Article, the corporation may also indemnify and advance expenses to them if they
are not directors of the corporation to a greater extent than is provided in
these bylaws, if not inconsistent with public policy, and if provided for by
general or specific action of its board of directors or shareholders or by
contract.

        Section 8.      Witness Expenses. The sections of this Article VI do not
limit the corporation's authority to pay or reimburse expenses incurred by a
director in connection with an appearance as a witness in a proceeding at a time
when he has not been made a named as a defendant or respondent in the
proceeding.

        Section 9.      Report to Shareholders. Any indemnification of or
advance of expenses to a director in accordance with this Article VI, if arising
out of a proceeding by or on behalf

                                       21
<PAGE>

of the corporation, shall be reported in writing to the shareholders with or
before the notice of the next shareholders' meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of directors,
such notice shall be given to the shareholders at or before the time the first
shareholder signs a writing consenting to such action.

                                   ARTICLE VII

                             Provision of Insurance

        By action of the board of directors, notwithstanding any interest of the
directors in the action, the corporation may purchase and maintain insurance, in
such scope and amounts as the board of directors deems appropriate, on behalf of
any person who is or was a director, officer, employee, fiduciary or agent of
the corporation, or who, while a director, officer, employee, fiduciary or agent
of the corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company, other enterprise or employee benefit plan, against any
liability asserted against, or incurred by, him in that capacity or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Article VI or
applicable law. Any such insurance may be procured from any insurance company
designated by the board of directors of the corporation, whether such insurance
company is formed under the laws of Colorado or any other jurisdiction of the
United States or elsewhere, including any insurance company in which the
corporation has an equity interest or any other interest, through stock
ownership or otherwise.

                                       22
<PAGE>

                                  ARTICLE VIII

                                  Miscellaneous

        Section 1.      Seal. The board of directors may adopt a corporate seal,
which shall be circular in form and shall contain the name of the corporation
and the words, "Seal, Colorado."

        Section 2.      Fiscal Year. The fiscal year of the corporation shall be
as established by the board of directors.

        Section 3.      Amendments. The board of directors shall have power, to
the maximum extent permitted by the Colorado Business Corporation Act, to make,
amend and repeal the bylaws of the corporation at any regular or special meeting
of the board unless the shareholders, in making, amending or repealing a
particular bylaw, expressly provide that the directors may not amend or repeal
such bylaw. The shareholders also shall have the power to make, amend or repeal
the bylaws of the corporation at any annual meeting or at any special meeting
called for that purpose.

        Section 4.      Receipt of Notices by the Corporation. Notices,
shareholder writings consenting to action, and other documents or writings shall
be deemed to have been received by the corporation when they are actually
received: (1) at the registered office of the corporation in Colorado; (2) at
the principal office of the corporation (as that office is designated in the
most recent document filed by the corporation with the secretary of state for
Colorado designating a principal office) addressed to the attention of the
secretary of the corporation; (3) by the secretary of the corporation wherever
the secretary may be found; or (4) by any other person authorized from time to
time by the board of directors or the president to receive such writings,
wherever such person is found.

        Section 5.      Gender. The masculine gender is used in these bylaws as
a matter of convenience only and shall be interpreted to include the feminine
and neuter genders as the circumstances indicate.

        Section 6.      Conflicts. In the event of any irreconcilable conflict
between these bylaws and either the corporation's articles of incorporation or
applicable law, the latter shall control.

        Section 7.      Definitions. Except as otherwise specifically provided
in these bylaws, all terms used in these bylaws shall have the same definition
as in the Colorado Business Corporation Act.

                                       23

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1(A)
<SEQUENCE>6
<FILENAME>d95933ex4-1a.txt
<DESCRIPTION>SPECIMEN CERTIFICATE OF COMMON STOCK
<TEXT>
<PAGE>
                                                                  EXHIBIT 4.1(a)


                                           Subject to Provisions on Reverse Side

                           Incorporated under the laws
                            of the State of Colorado


        Number                                                         Shares


        ------                                                         ------

                                 AspenBio, Inc.

Common Stock

This certifies that ___________________________________________________ is the
registered holder of _________________________________________________ Shares of
                                 AspenBio, Inc.
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.

         In Witness Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be hereunder
affixed this ____ day of __________ A.D. ____________.



---------------------------------                     --------------------------
Secretary                                             President


<PAGE>


For Value Received, ________ hereby sell, assign and transfer unto______________
________________________________________________________________________________
represented by the within Certificate, and do hereby irrevocably constitute and
appoint ________________________________________________________________________
Attorney to transfer the said Shares on the books of the within named
Corporation with full power of substitution in the premises.

Dated
      ------------------------------

       In presence of

---------------------------------------   --------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1(B)
<SEQUENCE>7
<FILENAME>d95933ex4-1b.txt
<DESCRIPTION>SPECIMEN WARRANT AND AGREEMENT TO AMEND WARRANTS
<TEXT>
<PAGE>

                                                                  EXHIBIT 4.1(b)

         The securities represented by this Warrant and issuable upon exercise
hereof have not been registered under the United States Securities Act of 1933,
as amended (the "1933 Act"), or under the provisions of any applicable state
securities laws, but have been acquired by the registered holder hereof for
purposes of investment and in reliance on statutory exemptions under the 1933
Act, and under any applicable state securities laws. These securities and the
securities issued upon exercise hereof may not be sold, pledged, transferred or
assigned, nor may this Warrant be exercised, except in a transaction which is
exempt under the provisions of the 1933 Act and any applicable state securities
laws or pursuant to an effective registration statement.

             VOID AFTER 3:00 P.M. MOUNTAIN TIME ON JANUARY __, 2007

             WARRANT TO PURCHASE ___________ SHARES OF COMMON STOCK

                                 ASPENBIO, INC.

No.
    -------

         FOR VALUE RECEIVED, AspenBio, Inc. (the "Company"), a Colorado
corporation with its principal offices located at 8100 Southpark Way, Bldg. B-1,
Littleton, CO 80120, hereby certifies that ___________________________, a
_______ corporation with its principal offices located at ______________________
(the "Holder") is entitled, subject to the provisions of this Warrant, to
purchase from the Company, at any time, or from time to time during the period
commencing on the date hereof and expiring at 3:00 p.m. Mountain Time, on
January __, 2007 (the "Expiration Date"), up to ____________________ fully paid
and non-assessable shares of the Company's Common Stock (the "Warrant Stock") at
a price of $1.00 per share (the "Exercise Price"). The number of shares of
Warrant Stock and the Exercise Price may be adjusted from time to time as
hereinafter set forth.

         The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held subject to, all of the conditions,
limitations and provisions set forth herein.

         1. Exercise of Warrant.

            1.1 Exercise Procedures. Subject to the limitations set forth below
in this Section 1 and in Section 6 hereof, this Warrant may be exercised in
whole or in part, during the period expiring at 3:00 p.m. Mountain Time on the
Expiration Date or, if such day is a day on which banking institutions in
Denver, Colorado are authorized by law to close, then on the next succeeding day
that shall not be such a day, by presentation and surrender of this Warrant to
the Company at its principal office, or at the office of its transfer agent, if
any, with the Warrant Exercise Form attached hereto duly executed and
accompanied by payment (either in cash or by certified or official bank check,
payable to the order of the Company) of the Exercise Price for the number of
shares specified in such form and instruments of transfer, if appropriate, duly
executed by the Holder or his or her duly authorized attorney. As soon as
practicable after each such exercise



<PAGE>

of the Warrants the Company shall issue and deliver to the Holder a certificate
or certificates for the Warrant Stock, registered in the name of the Holder. If
this Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant evidencing
the rights of the Holder thereof to purchase the balance of the shares
purchasable hereunder. Upon receipt by the Company of this Warrant, together
with the Exercise Price, at its office, or by the transfer agent of the Company,
if any, at its office, in proper form for exercise, the Holder shall be deemed
to be the holder of record of the shares of Warrant Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Warrant Stock
shall not then be actually delivered to the Holder. The Holder shall pay any and
all documentary, stamp or similar issue or transfer taxes and fees payable in
respect of the issue or delivery of shares of Warrant Stock on exercise of this
Warrant.

         2. Fractional Shares. The Company shall not be required to issue a
fractional share upon the exercise of this Warrant, but rather the aggregate
number of shares issuable will be rounded up or down to the nearest full share.

         3. Limitation on Transfer. Subject to the provisions of Sections 6 and
7 hereof, any assignment or transfer of this Warrant shall be made by
presentation and surrender of this Warrant to the Company at its principal
office or at the office of its transfer agent, if any, accompanied by a duly
executed Assignment Form, provided that the transfer complies with Section 7 of
this Agreement. Upon the presentation and surrender of these items to the
Company, the Company, at its sole expense, shall execute and deliver to the new
Holder a new Warrant, in the name of the new Holder as named in the Assignment
Form, and the Warrant presented or surrendered shall at that time be cancelled.

         4. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.

         5. Anti-Dilution Provisions.

            5.1 Adjustment for Recapitalization. If the Company shall at any
time subdivide all its outstanding shares of Common Stock (or other securities
at the time receivable upon the exercise of the Warrant) by recapitalization,
reclassification or split-up thereof, or if the Company shall declare a stock
dividend or distribute shares of Common Stock to all of its stockholders without
receipt of cash payment or other valid consideration, the number of shares of
Common Stock subject to this Warrant immediately prior to such subdivision shall
be proportionately increased, and if the Company shall at any time combine the
outstanding shares of Common Stock by recapitalization, reclassification or
combination thereof, the number of shares of Common Stock subject to this
Warrant immediately prior to such combination shall be proportionately
decreased. Any such adjustment and adjustment to the Exercise Price pursuant to
this Section 5.1 shall be effective at the close of business on the effective
date of such subdivision or combination or if any adjustment is the result of a
stock dividend or distribution then the effective date for such adjustment based
thereon shall be the record date therefor.





                                      -2-
<PAGE>

            Whenever the number of shares of Warrant Stock purchasable upon the
exercise of this Warrant is adjusted, as provided in this Section 5.1, the
Exercise Price shall be adjusted to the nearest cent by multiplying such
Exercise Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of shares of Warrant Stock purchasable
upon the exercise immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Warrant Stock so purchasable
immediately thereafter.

         5.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case
of any reorganization of the Company (or any other corporation, the securities
of which are at the time receivable on the exercise of this Warrant) or if the
Company (or any such other corporation) shall consolidate with or merge into
another corporation or convey all or substantially all of its assets to another
corporation, then, and in each such case, the Holder of this Warrant upon the
exercise thereof as provided in Section 1 at any time after the consummation of
such reorganization, consolidation, merger or conveyance, shall be entitled to
receive, in lieu of the securities and property receivable upon the exercise of
this Warrant prior to such consummation, the securities or property to which
such Holder would have been entitled upon such consummation if such Holder had
exercised this Warrant immediately prior thereto; in each such case, the terms
of this Warrant shall be applicable to the securities or property receivable
upon the exercise of this Warrant after such consummation.

         5.3 Adjustment for Issuances Below the Exercise Price. If the Company
shall issue any additional shares of Common Stock without consideration or for a
consideration per share less than $1.00 per share (as appropriately adjusted for
any combinations or divisions or recapitalizations affecting the Common Stock
after issuance of this Warrant), on such date, the Exercise Price in effect
immediately prior to each such issuance shall forthwith be adjusted, as follows:
(i) if such issuance occurs within 12 months of the date hereof, to a price
equal to the issuance price (and if the issuance is without consideration, then
to $.01 per share); and (ii) if the issuance occurs during the period commencing
12 months from the date hereof and ending 24 months from the date hereof, to a
price equal to a price determined by multiplying the Exercise Price by a
fraction, the numerator of which shall be sum of (w) the number of shares of
Common Stock outstanding immediately prior to such issuance and (x) the number
of shares of Common Stock that the aggregate consideration received by the
Company for such issuance would purchase at $1.00 per share; and the denominator
of which shall be the sum of (y) the number of shares of Common Stock
outstanding immediately prior to such issuance and (z) the number of additional
shares of such Common Stock. For purposes of this Section 5.3, if any securities
are issued by the Company which are convertible into Common Stock or which may
be exercised to acquire Common Stock, then the aggregate maximum number of
shares of Common Stock deliverable upon conversion or exercise of the securities
assuming the satisfaction of any conditions to convertibility or exercisability,
shall be deemed to have been issued at the time such securities were issued.
Upon the termination or expiration of the convertibility or exercisability of
any such securities, the Exercise Price, to the extent in any way affected by or
computed using such securities, shall be recomputed to reflect the issuance of
only the number of shares of Common Stock actually issued upon the conversion or
exercise of such securities.



                                      -3-
<PAGE>


         6. Restrictions on Exercise Imposed by Federal and State Securities
Laws. Holder hereby acknowledges that neither this Warrant nor any of the
securities that may be acquired upon exercise of this Warrant have been
registered under the 1933 Act or under the securities laws of any state. The
Holder acknowledges that, upon exercise of this Warrant, the securities to be
issued upon such exercise may come under applicable federal and state securities
(or other) laws requiring registration, qualification or approval of
governmental authorities before such securities may be validly issued or
delivered upon notice of such exercise. With respect to any such securities,
this Warrant may not be exercised by, and securities shall not be issued to, any
Holder in which such exercise would be unlawful. As a condition to exercise, the
Company may require the Holder to sign a representation letter confirming
compliance with this Agreement and applicable federal and state securities laws
and other applicable laws.

         7. Transfer to Comply With the 1933 Act. This Warrant and any Warrant
Stock may not be sold, transferred, pledged, hypothecated or otherwise disposed
of except as follows:

                (1) To a person who, in the opinion of counsel to the Company,
is a person to whom this Warrant or the Warrant Stock may legally be transferred
without registration and without delivery of a current prospectus under the 1933
Act with respect thereto and then only against receipt of an agreement of such
person to comply with the provisions of this Section 7 with respect to any
resale or other disposition of such securities, or

                (2) To any person upon delivery of a prospectus then meeting the
requirements of the 1933 Act relating to such securities and the offering
thereof for such sale or disposition, and thereafter to all successive
assignees.

         8. Legend. Unless the shares of Warrant Stock have been registered
under the 1933 Act, upon exercise of any of the Warrants and the issuance of any
of the shares of Warrant Stock, all certificates representing shares shall bear
on the face thereof substantially the following legend, as well as any other
legends necessary to comply with applicable state and federal laws for the
issuance of such shares:

                  The shares represented by this Certificate have not been
         registered under the United States Securities Act of 1933, as amended
         ("the 1933 Act") or any state securities laws and are "restricted
         securities" as that term is defined in Rule 144 under the 1933 Act. The
         shares may not be offered for sale, sold, pledged, hypothecated or
         otherwise transferred except pursuant to an effective registration
         statement under the 1933 Act or pursuant to an exemption from
         registration under the 1933 Act the availability of which is to be
         established to the satisfaction of the Company.

         9. Registration Rights. The Holder shall be entitled to certain
registration rights as set forth in the Investor Rights Agreement between the
Company and Cambridge Holdings, Ltd., dated December 20, 2001.



                                      -4-
<PAGE>

         10. Redemption. At any time beginning thirty months after the date
hereof and ending thirty days prior to the Expiration Date, that the Current
Market Price (but only if the Common Stock is publicly traded and determined
pursuant to Section 1.2c(1) or (2)) of a single Share of Common Stock exceeds
$2.00 for a period of at least thirty consecutive trading days preceding a
notice by the Company of redemption, the Company shall have the right to call
this Warrant for redemption upon 30 days' written notice at a price of $.01 per
Warrant, calculated by multiplying $.01 times the number of Shares of Warrant
Stock. During the 30 day period immediately following the giving of such notice,
the Holder shall have the right to exercise this Warrant. Upon expiration of the
30 day period, all rights of the Holder shall terminate, other than the right to
receive the redemption price of $.01 per Warrant, without interest. Within five
business days of the expiration of the 30 day period, the Holder shall return
this Warrant to the Company and the Company shall mail a redemption check to the
Holder pursuant to Section 11 of this Warrant. The redemption price shall be
subject to adjustment upon the occurrence of certain events as provided in
Section 5 of this Warrant.

         11. Notices. All notices required hereunder shall be in writing and
shall be deemed given when telegraphed, sent by facsimile, delivered personally
or within three days after mailing when mailed by certified or registered mail,
return receipt requested, at the address of such party as set forth on the first
page, or at such other address of which the Company or Holder has been advised
by notice hereunder.

         12. Applicable Law. This Warrant is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
of Colorado.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.

                                   ASPENBIO, INC., a Colorado corporation



Dated:                             By:
      -------------------             ------------------------------------------
                                                Authorized Officer




                                      -5-
<PAGE>


                              WARRANT EXERCISE FORM

         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _________ shares of AspenBio, Inc., a
Colorado corporation, and hereby makes payment of $__________ in payment
therefor. The undersigned understands that exercise of the within Warrant is
subject to, among other things, the limitations provided in Section 1 and
compliance with Section 6 of the within Warrant.


                                     ------------------------------
                                     Signature

                                     ------------------------------
                                     Social Security or Taxpayer
                                     Identification Number

                                     ------------------------------
                                     Date



<PAGE>


                                 ASSIGNMENT FORM


   FOR VALUE RECEIVED, _______________________, hereby sells, assigns and
transfers unto

   Name:
        ------------------------------------------------------------------------
                        (Please type or print in block letters)

   Address:
           ---------------------------------------------------------------------

the right to purchase Common Stock of AspenBio, Inc. represented by this Warrant
to the extent of ____ Shares as to which such right is exercisable and does
hereby irrevocably constitute and appoint _________________________ Attorney to
transfer the same on the books of the Company with full power of substitution in
the premises. The undersigned understands that assignment of this Warrant is
subject to compliance with Section 7 of the Warrant and the Assignee's
acknowledgement of the provisions and restrictions of the Warrant.


   Signature:                                   Dated:
             ----------------------------------         ------------------------

Notice:  The signature on this Assignment must correspond with the name as it
         appears upon the face of this Warrant in every particular, without
         alteration or enlargement or any change whatever.


<PAGE>


                           AGREEMENT TO AMEND WARRANTS

        This Agreement to Amend Warrants is made as of February ___, 2002 (the
"Agreement"), among AspenBio, Inc., a Colorado corporation (the "Company") and
each of the several persons or entities listed on the signature page to this
agreement (the "Holders").

                                    RECITALS

        WHEREAS, the Company and Cambridge Holdings, Ltd., ("Cambridge")
previously entered into that certain Securities Purchase Agreement dated
effective December 28, 2002 (the Purchase Agreement") pursuant to which
Cambridge purchased shares of the common stock and warrants to purchase the
common stock of the Company (the "Warrants");

        WHEREAS, in accordance with the Purchase Agreement, Cambridge directed
the Company to issue the Warrants to the Holders pursuant to the schedule
attached hereto as Exhibit A;

        WHEREAS, as a condition to the issuance of a portion of the Warrants,
Cambridge agreed to provide certain consulting services to the Company.
Cambridge has already provided substantial assistance, knowledge and expertise
to the Company and the parties now desire to modify the Warrants to remove this
condition from the Warrants; and

        WHEREAS, certain of the Holders have requested that all the Warrants be
modified to include a cashless exercise consistent with customary practice in
transactions of this type.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the mutual covenants, agreements and
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to legally be bound, agree as follows:

        1.      AMENDMENT TO WARRANTS. Each Holder hereby acknowledges and
agrees that each Warrant is hereby amended as follows:

                1.1     AMENDMENT OF SECTION 1. Section 1 of each Warrant shall
be deleted and replaced with the following:

                Exercise of Warrant.

                1.1     Exercise Procedures. Subject to the limitations set
        forth below in this Section 1 and in Sections 6 and 7 hereof, this
        Warrant may be exercised in whole or in part, during the period expiring
        at 3:00 p.m. Mountain Time on the Expiration Date or, if such day is a
        day on which banking institutions in Denver, Colorado are authorized by
        law to close, then on the next succeeding day that shall not be such a

<PAGE>

        day, by presentation and surrender of this Warrant to the Company at its
        principal office, or at the office of its transfer agent, if any, with
        the Warrant Exercise Form attached hereto duly executed and accompanied
        by payment (either in cash or by certified or official bank check,
        payable to the order of the Company) of the Exercise Price for the
        number of shares specified in such form and instruments of transfer, if
        appropriate, duly executed by the Holder or his or her duly authorized
        attorney. As soon as practicable after each such exercise of the
        Warrants the Company shall issue and deliver to the Holder a certificate
        or certificates for the Warrant Stock, registered in the name of the
        Holder. If this Warrant should be exercised in part only, the Company
        shall, upon surrender of this Warrant for cancellation, execute and
        deliver a new Warrant evidencing the rights of the Holder thereof to
        purchase the balance of the shares purchasable hereunder. Upon receipt
        by the Company of this Warrant, together with the Exercise Price, at its
        office, or by the transfer agent of the Company, if any, at its office,
        in proper form for exercise, the Holder shall be deemed to be the holder
        of record of the shares of Warrant Stock issuable upon such exercise,
        notwithstanding that the stock transfer books of the Company shall then
        be closed or that certificates representing such shares of Warrant Stock
        shall not then be actually delivered to the Holder. The Holder shall pay
        any and all documentary, stamp or similar issue or transfer taxes and
        fees payable in respect of the issue or delivery of shares of Warrant
        Stock on exercise of this Warrant.

                1.2     Conversion Right.

                The Holder shall have the right (the "Conversion Right") to
        convert this Warrant into shares of the Company's Common Stock as
        provided in this Section 1.2 at any time or from time to time prior to
        the Expiration Date.

                        a.      Upon exercise of the Conversion Right with
        respect to a particular number of shares of Warrant Stock (the
        "Conversion Shares"), the Company shall deliver to the Holder, without
        payment by the Holder of any Exercise Price or any cash or other
        consideration, that number of shares equal to the quotient obtained by
        dividing the Net Value (as hereinafter defined) of the Conversion Shares
        by the Current Market Price (as hereinafter defined) of a single Share,
        determined in each case as of the close of business on the Conversion
        Date (as hereinafter defined). The "Net Value" of the Conversion Shares
        shall be determined by subtracting the Exercise Price of one share from
        the Current Market Price of one share and multiplying the remainder by
        the number of Warrants being converted. No fractional shares shall be
        issuable upon exercise of the Conversion Right, and if the number of
        shares to be issued in accordance with the foregoing formula is other
        than a whole number, the Company shall pay to the Holder the net amount
        in cash equal to the Current Market Price of the resulting fractional
        share.

                        b.      The Conversion Right may be exercised by the
        Holder by the surrender of the Warrant at the principal office of the
        Company or at the office of the Company's transfer agent, if any,
        together with a written statement specifying that the Holder thereby
        intends to exercise the Conversion Right and indicating the

                                       2
<PAGE>

        number of shares of Warrant Stock subject to the Warrant which are being
        surrendered (referred to in subparagraph 1.2(a) above as the Conversion
        Shares) in exercise of the Conversion Right. Such conversion shall be
        effective upon receipt by the Company of the Warrant, or on such later
        date as is specified therein (the "Conversion Date"), but not later than
        the Expiration Date. Certificates for the shares issuable upon exercise
        of the Conversion Right, together with a check in payment of any
        fractional amount and, in the case of a partial exercise a new Warrant
        evidencing the Warrant Stock remaining subject to the Warrant, shall be
        issued as of the Conversion Date and shall be delivered to the Holder
        within seven days following the Conversion Date.

                        c.      The "Current Market Price" shall be determined
        as follows:

                                (1)     If the Common Stock is listed on a
        national securities exchange or admitted to unlisted trading privileges
        on such an exchange or quoted on either the National Market System or
        the Small Cap Market of the automated quotation service operated by The
        Nasdaq Stock Market, Inc. ("Nasdaq"), the current value shall be the
        last reported sale price of that security on such exchange or system on
        the day for which the current market price is to be determined or, if no
        such sale is made on such day, the average of the highest closing bid
        and lowest asked price for such day on such exchange or system; or

                                (2)     If the Common Stock is not so listed or
        quoted or admitted to unlisted trading privileges, the Current Market
        Value shall be the average of the last reported highest bid and lowest
        asked prices quoted on the Nasdaq Electronic Bulletin Board, or, if not
        so quoted, then by the National Quotation Bureau, Inc. on the last
        business day prior to the day for which the Current Market Price is to
        be determined; or

                                (3)     If the Common Stock is not so listed or
        quoted or admitted to unlisted trading privileges and bid and asked
        prices are not reported, the Current Market Price shall be determined in
        such reasonable manner as may be prescribed in good faith from time to
        time by the Board of Directors of the Company.

                1.2     WARRANT CONVERSION EXERCISE FORM. Each Warrant shall
include the "Warrant Conversion Exercise Form" attached hereto as Exhibit B.

        2.      NO OTHER AMENDMENTS. Except for the amendments set forth in
Section 1 of this Agreement, all of the provisions of the Warrants shall remain
in full force and effect without any modifications of any kind.

        3.      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.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
HOLDERS:                                                  COMPANY:
<S>                                                      <C>

                                                          ASPENBIO, INC.
-----------------------------
        John Altshuler


-----------------------------                             -----------------------------
        Robert Bearman                                    Roger Hurst, President


-----------------------------
        Jeff McGonegal


-----------------------------
        Scott Menefee


-----------------------------
        Gregory Pusey


-----------------------------
        Tom Weinberger


CAMBRIDGE HOLDINGS, LTD.


-----------------------------
        Gregory Pusey, President
</TABLE>

                                       4
<PAGE>

                                    EXHIBIT A

                                 WARRANT HOLDERS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
         WARRANT NUMBER                       HOLDER                     NUMBER OF SHARES
-------------------------------------------------------------------------------------------------
<S>                                <C>                                   <C>
W-1                                       John Altshuler                      5,000
-------------------------------------------------------------------------------------------------
W-2                                       Robert Bearman                      5,000
-------------------------------------------------------------------------------------------------
W-3                                  Cambridge Holdings, Ltd.                255,000
-------------------------------------------------------------------------------------------------
W-4                                       Jeff McGonegal                      30,000
-------------------------------------------------------------------------------------------------
W-5                                       Scott Menefee                       5,000
-------------------------------------------------------------------------------------------------
W-6                                       Gregory Pusey                      100,000
-------------------------------------------------------------------------------------------------
W-7                                       Tom Weinberger                     100,000
-------------------------------------------------------------------------------------------------
W-8                                       John Altshuler                      5,000
-------------------------------------------------------------------------------------------------
W-9                                       Robert Bearman                      5,000
-------------------------------------------------------------------------------------------------
W-10                                 Cambridge Holdings, Ltd.                135,000
-------------------------------------------------------------------------------------------------
W-11                                      Jeff McGonegal                      30,000
-------------------------------------------------------------------------------------------------
W-12                                      Scott Menefee                       5,000
-------------------------------------------------------------------------------------------------
W-13                                      Gregory Pusey                       50,000
-------------------------------------------------------------------------------------------------
W-14                                      Tom Weinberger                     100,000
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT B

                        WARRANT CONVERSION EXERCISE FORM

TO:     AspenBio, Inc.

        Pursuant to Section 1.2 of the Warrant Agreement, the Holder hereby
irrevocably elects to convert Warrants into shares of the Company's Common
Stock. The undersigned understands that exercise of the Warrant is subject to,
among other things, the limitations provided in Section 1 and compliance with
Section 6 of the Warrant. A conversion calculation is attached hereto.

        The undersigned requests that certificates for such shares be issued as
follows:

        Name:
               -----------------------------------------------------------------

        Address:
                      ----------------------------------------------------------

        Deliver to:
                      ----------------------------------------------------------

and that a new Warrant Certificate for the balance remaining of the Warrants, if
any, subject to the Warrant be registered in the name of, and delivered to, the
undersigned at the address stated above.

        Signature:                                        Date:
                      -----------------------------              ---------------

<PAGE>

                        CALCULATION OF WARRANT CONVERSION


                       Net Value of the Conversion Shares
                              Current Market Price

<TABLE>
<S>                                 <C>
Current Market Price Per Share      $
                                     ----------------------------

Net Value of the Conversion Shares  (Current Market Price Per Share - Exercise Price) Number
                                    of Shares of Warrant Stock

                                    $                      - $                   =
                                     ---------------------    ------------------   -----------

                                                           x                     =
                                    ----------------------   -------------------   -----------

Shares to be Issued
                                    -----------------------------

Cash in Lieu of Fractional Shares   $                            (1)
                                     ----------------------------
</TABLE>

(1)     AspenBio, Inc. to pay for fractional shares in cash @ Current Market
        Price Per Share.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>8
<FILENAME>d95933ex10-1.txt
<DESCRIPTION>AGREEMENT FOR PURCHASE OF ASSETS AND ASSUMPTION
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                               PURCHASE AGREEMENT


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                    TITLE                                          PAGE
<S>     <C>                                                                               <C>
1.      RECITALS............................................................................1

2.      ASSETS..............................................................................1

3.      ASSUMPTION OF LIABILITIES...........................................................1

4.      PURCHASE PRICE......................................................................1

        (a)     CASH PRICE..................................................................2

        (b)     ALLOCATION OF PRICE.........................................................2

5.      EFFECTIVE DATE......................................................................2

6.      AGREEMENT AND CASHLESS EXERCISE.....................................................2

        (a)     VOTING AGREEMENT............................................................2

        (b)     CASHLESS EXERCISE...........................................................2

7.      CLOSING.............................................................................2

        (a)     CERTIFICATES................................................................2

        (b)     BUYER'S LEGAL OPINION.......................................................2

        (c)     SELLER'S LEGAL OPINION......................................................2

        (d)     FAIRNESS DETERMINATION......................................................2

        (e)     BILL OF SALE AND ASSIGNMENT.................................................2

        (f)     LIST OF SPECIFIC LIABILITIES................................................2

        (g)     ASSUMPTION OF LIABILITIES...................................................3

        (h)     PAYMENT.....................................................................3

        (i)     VOTING AGREEMENT............................................................3

        (j)     RELEASE AND SETTLEMENT AGREEMENT............................................3

        (k)     RECORDS.....................................................................3
</TABLE>

<PAGE>

<TABLE>
<S>     <C>                                                                               <C>
        (l)     ASSIGNMENTS OF CONTRACTS....................................................3

        (m)     INSURANCE POLICIES..........................................................3

        (n)     OTHER ACTS..................................................................3

        (o)     RESIGNATION OF HURST........................................................3

8.      REPRESENTATIONS AND WARRANTIES BY SELLER............................................3

        (a)     CORPORATE STATUS............................................................3

        (b)     CORPORATE ACTIONS...........................................................3

9.      REPRESENTATIONS AND WARRANTIES BY SELLER, VAN HORN AND MUSICK.......................4

        (a)     FINANCIAL STATEMENTS........................................................4

        (b)     ACCOUNTS RECEIVABLE AND LIABILITIES.........................................4

        (c)     INVENTORY...................................................................4

        (d)     ASSETS......................................................................4

        (e)     SPECIFIC LIABILITIES........................................................4

        (f)     ABSENCE OF CHANGE...........................................................4

        (g)     ABSENCE OF LIENS............................................................5

        (h)     MATERIAL AGREEMENTS.........................................................5

        (i)     LITIGATION..................................................................5

        (j)     INSURANCE...................................................................5

        (k)     EMPLOYEES...................................................................5

        (l)     TAXES.......................................................................5

        (m)     COMPLETE DISCLOSURE.........................................................6

10.     REPRESENTATIONS AND WARRANTIES BY THE BUYER AND HURST...............................6

        (a)     CORPORATE STATUS............................................................6

        (b)     CORPORATE ACTIONS...........................................................6

        (c)     NO CONFLICTING AGREEMENTS...................................................6
</TABLE>

<PAGE>

<TABLE>
<S>     <C>                                                                               <C>
        (d)     LITIGATION..................................................................6

        (e)     COMPLETE DISCLOSURE.........................................................6

11.     INDEMNIFICATION.....................................................................6

        (a)     INDEMNIFICATION FOR CLAIMS..................................................6

        (b)     PROCEDURES..................................................................6

        (c)     LIMITATION ON INDEMNIFICATION...............................................7

12.     LEASE...............................................................................8

13.     CONDITIONS TO CLOSING...............................................................8

        (a)     SELLER'S CONDITIONS..........................................................8

                (i)     COMPLIANCE WITH AGREEMENT...........................................8

                (ii)    CORPORATE ACTION....................................................8

                (iii)   LEGAL OPINION.......................................................8

        (b)     BUYER'S CONDITIONS..........................................................8

                (i)     COMPLIANCE WITH AGREEMENT...........................................8

                (ii)    NO LEGAL ACTION.....................................................8

                (iii)   LEGAL OPINION.......................................................8

                (iv)    CASHLESS EXERCISE...................................................8

14.     TERMINATION.........................................................................8

        (a)     RIGHT TO TERMINATE..........................................................9

        (b)     RIGHTS ON TERMINATION.......................................................9

15.     FINDER'S FEES.......................................................................9

16.     ASSIGNMENTS AND ASSUMPTIONS.........................................................9

17.     MISCELLANEOUS.......................................................................9

        (a)     SURVIVAL OF AGREEMENT.......................................................9

        (b)     NOTICES.....................................................................9
</TABLE>

<PAGE>

<TABLE>
<S>     <C>                                                                               <C>
        (c)     SUCCESSORS AND ASSIGNS.....................................................10

        (d)     MERGER.....................................................................10

        (e)     GOVERNING LAW..............................................................10

        (f)     MODIFICATION OR SEVERANCE..................................................10
</TABLE>

<PAGE>

         AGREEMENT FOR PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES

        Vitro Diagnostics, Inc., a Nevada corporation (the "Seller"), Erik D.
Van Horn ("Van Horn") and James R. Musick ("Musick") agree with AspenBio, Inc.,
a Colorado corporation (the "Buyer") and Roger D. Hurst ("Hurst") as follows in
consideration of the mutual covenants and agreements contained herein this
_______ day of ____________, 2000.

        1.      RECITALS. One division of the operating business of the Seller
as it now exists and as it is intended to continue under the ownership of the
Buyer is sometimes referred to as the "Antigen Division." The Seller will sell
to the Buyer, subject to the terms and conditions of this Agreement, all of the
assets associated with the Antigen Division except for certain excluded assets
which are described in Exhibit A attached hereto ("Excluded Assets)". The Buyer
will buy all the assets in consideration of a purchase price as set forth below
and in further consideration of the assumption of all of the liabilities
associated with the Antigen Division except for certain Excluded Liabilities.
Hurst joins in this Agreement as the shareholder of the Buyer.

        2.      ASSETS. The Buyer agrees to buy, and the Seller agrees to sell,
subject to the terms and conditions hereof, all of the assets of the Antigen
Division including but not limited to those described in Exhibit B attached
hereto but specifically excluding the Excluded Assets (Exhibit A and Exhibit B
together the "Assets"). In addition to the Assets shown on Exhibit B, the Assets
also include all off-book assets which are used or useable in the Seller's
Antigen Division, including all previously expensed supplies, written-off
inventory, records, trade goodwill, proprietary information, and other
intangible assets owned and used by the Seller in the conduct of the Antigen
Division, as well as all assets of the Antigen Division arising in the ordinary
course of its business from and after the date of the schedule set forth on
Exhibit B.

        3.      ASSUMPTION OF LIABILITIES. As partial consideration for the
purchase of the Assets, the Buyer agrees to assume all of the liabilities
associated with the Antigen Division, including those which arise in the
ordinary course of the Seller's business between July 31, 2000 and the Closing
Date subject to the limitations contained in paragraph 9(e), except for those
Excluded Liabilities set forth on Exhibit C (the "Excluded Liabilities"). All of
such liabilities except the Excluded Liabilities are hereinafter referred to as
the "Assumed Liabilities." The Buyer agrees to pay the Assumed Liabilities as
they become due unless Buyer in good faith contests such liabilities with the
third party creditor, in which case Buyer agrees to indemnify the Seller for the
Seller's costs reasonably and actually incurred as a result of such contest with
the third party creditor. Without limitation Buyer and Hurst agree to pay
certain specific liabilities set forth on Exhibit D (the "Specific Liabilities")
as they become due and (2) if the Specific Liabilities are not sooner satisfied,
within ninety (90) days to pay the remaining Specific Liabilities or to cause
the removal of Seller as the obligor of the Specific Liabilities and the removal
or satisfaction of any lien upon Seller's assets as a result of the Specific
Liabilities.

        4.      PURCHASE PRICE. As further consideration for the purchase of the
Assets, including without limitation of Buyer's Specific Liabilities the Buyer
will pay to the Seller the sum of $700,000. Buyer agrees to pay any sales taxes
resulting from this transaction. The purchase price will be paid as follows:

<PAGE>

                (a)     CASH PRICE. The sum of $700,000 in cash or certified
funds, $250,000 of which shall be delivered in cash or certified funds by the
Buyer at Closing, and the rest by a promissory note in the principal amount of
$450,000, at 8% interest with principal and interest payable by September 7,
2000, which note shall be personally guaranteed by Hurst.

                (b)     ALLOCATION OF PRICE. All consideration will be allocated
among the Assets and the other obligations of Seller as shown on Exhibit B.

        5.      EFFECTIVE DATE. The closing will be deemed to be effective as of
the close of Seller's business on July 31, 2000.

        6.      AGREEMENT AND CASHLESS EXERCISE.

                (a)     VOTING AGREEMENT. Hurst agrees to subject 400,000 of his
shares in Seller to a Voting Agreement in the form attached hereto as Exhibit E.

                (b)     CASHLESS EXERCISE. Seller agrees to amend the Stock
Option Plan and to permit employees of Sellers who have options to exercise such
options through a cashless exercise provided that such employees agree to
execute the Voting Agreement and a release in form and substance reasonably
acceptable to Seller.

        7.      CLOSING. The closing of all transactions provided for herein
will occur at the offices of legal counsel for the Buyer on August 7, 2000. All
actions to be taken at closing will be considered to be taken simultaneously,
and no document, agreement, or instrument will be considered to be delivered
until all items which are to be delivered at the closing have been delivered. At
the closing, the following actions will occur:

                (a)     CERTIFICATES. The Buyer and the Seller each will execute
a certificate stating that all representations and warranties made by them
respectively in this Agreement continue to be true at the time of closing.

                (b)     BUYER'S LEGAL OPINION. The Buyer will deliver to the
Seller an opinion of Buyer's legal counsel, in the form attached hereto as
Exhibit F.

                (c)     SELLER'S LEGAL OPINION. The Seller will deliver to the
Buyer an opinion of Seller's legal counsel, in the form attached hereto as
Exhibit G.

                (d)     FAIRNESS DETERMINATION. Certain stockholders will
execute a Fairness Determination in the form of Exhibit H.

                (e)     BILL OF SALE AND ASSIGNMENT. The Seller will execute and
deliver to the Buyer a bill of sale and assignments, in the form of Exhibits I,
J, and K attached hereto, conveying merchantable title to all of the Assets,
free and clear of all liens, except as permitted by paragraph 9(e).

                (f)     LIST OF SPECIFIC LIABILITIES. The Seller will deliver to
the Buyer a list of all Specific Liabilities as of the Closing, which list will
be consistent with the representations and warranties of Seller herein.

                                       2
<PAGE>

                (g)     ASSUMPTION OF LIABILITIES. The Seller and the Buyer will
execute and deliver to one another an assignment and assumption of all Assumed
Liabilities with respect to all of the Assumed Liabilities in the form of
Exhibit L attached hereto.

                (h)     PAYMENT. Buyer will pay the purchase price provided for
herein by delivering the sum of $250,000 in cash or certified funds and a
promissory note in the principal amount of $450,000 in the form attached hereto
as Exhibit M. Hurst will execute and deliver a Personal Guarantee in the form of
Exhibit N.

                (i)     VOTING AGREEMENT. The Voting Agreement in the form
attached hereto as Exhibit E shall have been executed.

                (j)     RELEASE AND SETTLEMENT AGREEMENT. The parties shall have
executed the Release and Settlement Agreement in the form attached hereto as
Exhibit O.

                (k)     RECORDS. The Seller will deliver to the Buyer all
accounting records, customer lists, contracts, orders, and other documents
relating to the Antigen Division, provided that the Buyer will, however, permit
reasonable access to such documents, including copying thereof, for the purpose
of permitting the Seller to complete tax returns and conduct other necessary
post-closing business.

                (l)     ASSIGNMENTS OF CONTRACTS. Seller will execute
appropriate assignments to Buyer of all material contracts relating to the
Antigen Division, including assignment of the confidentiality and employment
agreements of employees, all of which assignments will be in form and substance
satisfactory to Buyer and which will be accompanied, if necessary in the
judgment of legal counsel for Buyer, with any acknowledgement or consent
required by any other party to such contracts.

                (m)     INSURANCE POLICIES. The Seller will cause to be
transferred to the Buyer all of the Seller's insurance policies, as described on
Schedule 9(j), including all deposits and credits associated therewith.

                (n)     OTHER ACTS. The parties will execute any other documents
reasonably required to carry out the intent of this Agreement, including
specific transfer documents to be executed by the Seller with respect to any of
the Assets which require separate documents of transfer.

                (o)     RESIGNATION OF HURST. Hurst agrees to execute a
resignation mutually acceptable to the parties.

        8.      REPRESENTATIONS AND WARRANTIES BY SELLER. The Seller represents
and warrants to the Buyer as follows:

                (a)     CORPORATE STATUS. The Seller is duly incorporated and in
good standing under the laws of the state of Nevada.

                (b)     CORPORATE ACTIONS. All actions required of Seller
hereunder, including the execution of this Agreement and consummation of all
transactions provided for herein, have

                                       3
<PAGE>

been duly authorized by appropriate actions of its shareholders and directors,
and all such agreements and instruments executed pursuant thereto will be valid
and enforceable against the Seller in accordance with the terms hereof.

        9.      REPRESENTATIONS AND WARRANTIES BY SELLER, VAN HORN AND MUSICK.
To the best of their knowledge, the Seller, Van Horn, and Musick represent and
warrant to the Buyer as follows (the Seller's best knowledge for the purpose of
Section 9 is the best knowledge of Van Horn and Musick):

                (a)     FINANCIAL STATEMENTS. The financial statements of the
Seller as of the end of its most recently completed fiscal year attached hereto
as Schedule 9(a) (the "Audited Statements") have been prepared in accordance
with generally accepted accounting principles consistently applied and are true
and correct in all material respects as of the dates thereof. The Audited
Statements are collectively referred to as the "Seller's Financial Statements."
There has not been and will be no material adverse change in the Seller's
financial condition or its business or operations from the date of April 30,
2000 through the date of Closing, except those incurred in the ordinary course
of business.

                (b)     ACCOUNTS RECEIVABLE AND LIABILITIES. The accounts
receivable shown on the Seller's Financial Statements and all other accounts
receivable arising from and after the date of the Financial Statements have
arisen in the ordinary course of Seller's business. The amounts of such accounts
receivable, as of the dates on Seller's Financial Statements, are substantially
true and correct. All liabilities have arisen or will arise in the ordinary
course of the Antigen Division, and all of such liabilities can be satisfied by
payment in full of the amounts thereof in a manner and on a schedule consistent
with Seller's past practices as previously disclosed to Buyer. Seller agrees not
to interfere in the Buyer's collection of the accounts receivable.

                (c)     INVENTORY. All of the inventory of the Seller shown on
the Seller's Financial Statements as of the dates thereof was in the possession
of Seller and has been valued and will be valued at the lower of cost or fair
market value.

                (d)     ASSETS. The Assets constitute all of the property,
including for example, intangible technology and know-how, which are now used in
the Antigen Division. The Assets are adequate and appropriate for the conduct of
the Antigen Division as now conducted. The Seller has good and merchantable
title to all the Assets, subject only to liens and encumbrances shown in
Schedule 9(e), all of which are to be assumed and paid when and as due by the
Buyer. All Assets are sold "as is" after due inspection and examination by the
Buyer, and the warranties made in this Agreement are in lieu of all other
warranties, including any warranty implied by law, all of which are expressly
excluded.

                (e)     SPECIFIC LIABILITIES. The Specific Liabilities include
only the liabilities shown in Exhibit D. Seller has not incurred any liability
other than the Assumed Liabilities and the Excluded Liabilities.

                                       4
<PAGE>

                (f)     ABSENCE OF CHANGE. There has been and will be no
material adverse change in the nature of the Seller's operations or the value of
the Assets from and after the date of the Interim Financial Statements through
August 7, 2000.

                (g)     ABSENCE OF LIENS. The Assets will be transferred free
and clear of any lien or claim of any nature including liens for taxes, except
for (i) sales or use taxes arising from the sale hereunder, which the Buyer
agrees to pay and (ii) the Assumed Liabilities.

                (h)     MATERIAL AGREEMENTS. Schedule 9(h) is a true and correct
list of all material contracts, leases, and other agreements to which the Seller
is a party, all of which will be assigned at Closing to Buyer. The Seller is not
in violation of any such agreement, nor will the execution and consummation of
this Agreement, including the assignment of the agreements listed in Schedule
9(h) to the Buyer, cause any breach of any contract or acceleration or material
change in any obligation of the Seller which will affect the Antigen Division or
the Assets except with respect to the Specific Liabilities.

                (i)     LITIGATION. The Seller is not a party to any litigation,
nor to the best knowledge of Seller, is any litigation threatened or pending,
except as shown in Schedule 9(i) attached hereto. The Seller is not aware of any
set of facts or circumstances which would give rise to any claim materially
affecting the Antigen Division or the authority of the Buyer to consummate the
transactions provided for herein.

                (j)     INSURANCE. The Seller has maintained full and adequate
insurance with respect to the operation of the Antigen Division. All of the
Seller's insurance policies, including the name of the carrier and the amount of
coverage, are accurately and completely shown on Schedule 9(j) attached hereto.
All such insurance will remain in effect through August 15, 2000, and all of
such insurance may be assumed by the Buyer at the election of the Buyer.

                (k)     EMPLOYEES. Schedule 9(k) attached hereto sets forth a
complete list of the employees of the Seller, the rate of compensation of each,
and all benefits applicable to each such employee. The Seller has previously
delivered to the Buyer a copy of the Seller's standard employee manual, setting
forth other employee policies, all of which remain in effect without change or
addition and will continue to remain in effect through Closing. The Seller has
no agreements with any employee or any other obligation to any employee except
as set forth in Schedule 9(k). The Seller is not subject to any pending or
threatened labor disputes. None of the Seller's employees are represented by a
labor union or other collective bargaining unit, nor is the Seller aware of any
effort to organize the employees of the Seller.

                (l)     TAXES. The Seller has timely and correctly prepared and
filed all tax returns, including federal and state income tax returns and sales
tax returns, and the Seller has paid all taxes due pursuant to such tax returns
as well as any other taxes, including real and personal property taxes for which
the Seller is liable, except for certain property taxes which are accrued but
not yet due, as shown in detail on Schedule 9(l) attached hereto. The Seller has
not filed for and is not now subject to any extension of time with respect to
the filing of any tax return. The Seller has provided to the Buyer true and
correct copies of all federal and state income tax returns filed by the Seller
for the past three fiscal years. The Seller is not aware of any actual or
threatened tax audit nor of any set of facts which would give rise to any tax
audit.

                                       5
<PAGE>

The financial statements reflect an adequate reserve, as of the date thereof,
for income taxes now due for the present tax year. The Seller maintains all
required payroll tax accounts, and the Seller has timely deposited all employee
and employer withholding taxes into such trust accounts.

                (m)     COMPLETE DISCLOSURE. This Agreement and the exhibits and
schedules thereto do not contain any untrue statement of a material fact by the
Seller; this Agreement and such related agreements and instruments do not omit
to state any material fact necessary in order to make the statements made herein
or therein, in the light of the circumstances under which they are made, not
misleading.

        10.     REPRESENTATIONS AND WARRANTIES BY THE BUYER AND HURST. The Buyer
and Hurst represent and warrant as follows:

                (a)     CORPORATE STATUS. The Buyer is a corporation duly
incorporated and existing in good standing under the laws of the state of
Colorado.

                (b)     CORPORATE ACTIONS. All transactions provided for herein
and all obligations of the Buyer related hereto have been duly authorized by all
requisite corporate action, and all agreements entered into, including the
execution and consummation of this Agreement and all exhibits hereto, will be
valid and fully enforceable against the Buyer in accordance with the terms
thereof.

                (c)     NO CONFLICTING AGREEMENTS. The Buyer is not a party to
any contract, agreement, or other obligation which is in default or which will
become in default or subject to any acceleration or penalty by reason of the
execution and consummation of this Agreement.

                (d)     LITIGATION. The Buyer is not subject to any litigation
or other claim, including any governmental investigation, actual, pending, or
threatened, to the best of their respective knowledge.

                (e)     COMPLETE DISCLOSURE. This Agreement and the exhibits and
schedules thereto do not contain any untrue statement of a material fact by the
Buyer; this Agreement and such related agreements and instruments do not omit to
state any material fact necessary in order to make the statements made herein or
therein by the Buyer, in light of the circumstances under which they are made,
not misleading.

        11.     INDEMNIFICATION. The parties hereto agree to indemnify one
another as follows:

                (a)     INDEMNIFICATION FOR CLAIMS. As used herein, the term
"Claims" refers to any losses, damages, liabilities, or claims including costs
or expenses (including but not limited to attorneys' fees and other expenses of
investigation in defense of any such claims) which arise as a result of any
breach or violation of the covenants, agreements, warrants, or representations
contained in this Agreement or to which Roger Hurst is subject as a result of
his service as an officer and director of Seller to the extent permitted by law.
Any party who must indemnify for a Claim shall be referred to as an
"Indemnifying Party" and any party who has suffered or is threatened with
suffering losses in connection with such a Claim shall be referred to as an
"Indemnified Party." The Indemnifying Party will be obligated to indemnify the

                                       6
<PAGE>

Indemnified party with respect to any Claim occasioned by a breach or violation
of this Agreement or any ancillary agreement on the part of the Indemnifying
Party.

                (b)     PROCEDURES.

                        (i)     Promptly after an Indemnified Party has received
notice of or has knowledge of any claim by a person not a party to this
Agreement (a "Third Person") or the commencement of any action or proceeding by
a Third Person, the Indemnified Party shall, as a condition precedent to a claim
with respect thereto being made against an Indemnifying Party, give the
Indemnifying Party written notice of such claim or the commencement of such
action or proceeding (the "Notice of Claim"). The Notice of Claim shall state
the nature and the basis of such claim and a reasonable estimate of the amount
thereof.

                        (ii)    The Indemnifying Party shall have right to
defend and settle, at its own expense and by its own counsel, any such matter so
long as the Indemnifying Party pursues the same in good faith and diligently. If
the Indemnifying Party undertakes to defend or settle, it shall notify the
Indemnified Party of its intention to do so within seven (7) calendar days of
receiving the Notice of Claim, and the Indemnified Party shall cooperate with
the Indemnifying Party and its counsel in the defense thereof and in any
settlement thereof. Such cooperation shall include, but shall not be limited to,
furnishing the Indemnifying Party with any books, records or information
reasonably requested by the Indemnifying Party that are in the Indemnified
Party's possession or control. Notwithstanding the foregoing, the Indemnified
Party shall have the right to participate in any matter through counsel of its
own choosing at its own expense; provided that the Indemnifying Party's counsel
shall always be lead counsel and shall determine all litigation and settlement
steps, strategy and the like. After the Indemnifying Party has notified the
Indemnified Party of its intention to undertake to defend or settle any such
asserted liability, and for so long as the Indemnifying Party diligently pursues
such defense, the Indemnifying Party shall not be liable for any additional
legal expenses incurred by the Indemnified Party in connection with any defense
or settlement of such asserted liability, except as provided below and except to
the extent such participation is requested by the Indemnifying Party, in which
event the Indemnified Party shall be reimbursed by the Indemnifying Party for
reasonable additional legal expenses, out-of-pocket expenses.

                        (iii)   The Indemnifying Party shall not, in the defense
of such asserted liability, consent to the entry of any judgment or award, or
enter into any settlement, except in either event with the prior consent of the
Indemnified Party, which shall not be unreasonably withheld or delayed. If the
Indemnifying Party desires to accept a final and complete settlement of any such
Third Person claim in which no admission of material wrongdoing is required of
the Indemnified Party and the Indemnified Party refuses to consent to such
settlement, then the Indemnifying Party's liability under this Section 11 with
respect to such Third Person claim shall be limited to the amount so offered in
settlement by said Third Person, and the Indemnified Party shall reimburse the
Indemnifying Party for any additional costs of defense which it subsequently
incurs with respect to such claim. If the Indemnifying Party does not undertake
to defend such matter to which the Indemnified Party is entitled to
indemnification hereunder, or fails diligently to pursue such defense, the
Indemnified Party may undertake such defense through counsel of its choice, at
the cost and expense of the Indemnifying Party, and the Indemnified Party may
settle such matter, and the Indemnifying Party shall reimburse the Indemnified
Party for the amount

                                       7
<PAGE>

paid in such settlement and any other liabilities or expenses incurred by the
Indemnified Party in connection therewith.

                (c)     LIMITATION ON INDEMNIFICATION. No claim for
indemnification shall be made hereunder until the aggregate amount of actual or
probable losses of any Indemnified Party subject to indemnification from the
Indemnifying Party equals or exceeds the sum of $25,000. Nonetheless, an
Indemnified Party may provide an Indemnifying Party with notice of Claims of
less than $25,000 as provided for in Section 11(a) and may permit the
Indemnifying Party to defend, settle, or otherwise resolve such claims in order
to avoid having the aggregate amount for which such Indemnifying Party may be
liable exceed $25,000.

        12.     LEASE. The Antigen Division is presently conducted on the
premises subject to a lease with First Industrial LP (the "Lease"). The Lease
shall be assigned to, and assumed by, the Buyer.

        13.     CONDITIONS TO CLOSING. The obligations of the parties to close
the transactions provided for herein are subject to the following conditions as
well as to any other conditions express or implied in this Agreement:

                (a)     SELLER'S CONDITIONS. The obligations of the Seller are
subject to the following conditions:

                        (i)     COMPLIANCE WITH AGREEMENT. All representations,
warranties, covenants, and other agreements contained herein on the part of the
Buyer will be true and correct at the time of Closing.

                        (ii)    CORPORATE ACTION. The sale will have been
approved by all requisite corporate action by the Seller.

                        (iii)   LEGAL OPINION. The Seller will have received a
favorable opinion of Buyer's legal counsel in the form required by Section 7(b).

                (b)     BUYER'S CONDITIONS. The obligations of the Buyer to
complete the transactions provided for herein are subject to the following
conditions:

                        (i)     COMPLIANCE WITH AGREEMENT. All representations,
warranties, covenants and other agreements contained herein on the part of the
Seller will be true and correct at closing.

                        (ii)    NO LEGAL ACTION. No investigation or action by
any governmental regulatory agency having jurisdiction over the Seller or the
Assets will have been commenced which will interfere with or jeopardize the
ability of the Buyer to acquire the Assets and continue conducting the Antigen
Division.

                        (iii)   LEGAL OPINION. The Buyer will have received a
favorable opinion of Seller's legal counsel in the form required by Section
7(c).

                                       8
<PAGE>

                        (iv)    CASHLESS EXERCISE. The Seller shall amend the
1992 Stock Option Plan to permit a cashless exercise.

        14.     TERMINATION.

                (a)     RIGHT TO TERMINATE. This Agreement may be terminated at
any time by mutual agreement of the parties or it may be terminated by the party
in whose favor a condition runs upon a failure of such condition as set forth in
Section 13 to be satisfied in full.

                (b)     RIGHTS ON TERMINATION. If this Agreement terminates
pursuant to Section 14(a) for any reason other than a willful failure to satisfy
the conditions set forth in Section 13, this Agreement will terminate without
liability to either party and each party will, upon such termination, be
responsible for its own expenses incurred in connection herewith.

        15.     FINDER'S FEES. Each of the parties represents and warrants to
each of the other parties that it has not incurred any obligation for any sales
commission, brokerage fee, finder's fee, or other similar obligation in
connection with the transactions provided for herein.

        16.     ASSIGNMENTS AND ASSUMPTIONS. Seller and Buyer shall cooperate to
obtain the assignment and assumption agreement of the material agreements listed
in Schedule 9(h) and the Specific Liabilities.

        17.     MISCELLANEOUS.

                (a)     SURVIVAL OF AGREEMENT. This Agreement and all terms,
warranties, and provisions hereof will be true and correct as of the time of
closing and will survive the closing. All representations and warranties and
other obligations of the parties hereunder will continue in effect for a period
of two (2) years.

                (b)     NOTICES. All notices required or permitted hereunder or
under any related agreement or instrument will be deemed delivered when
delivered personally or mailed, by certified mail, return receipt requested, or
registered mail, to the parties at the following addresses or to such addresses
as the respective parties may in writing hereafter direct:

                        (i)     To Seller:

                                8100 Southpark Way, B-1
                                Littleton, CO 80120

                                with a copy to:

                                Overton Babiarz & Associates, PC
                                7720 E. Belleview Avenue, Suite 200
                                Englewood, CO 80111
                                Attention: David J. Babiarz, Esq.

                        (ii)    To Buyer:

                                       9
<PAGE>

                                8100 Southpark Way, B-1
                                Littleton, CO 80120

                                with a copy to:

                                Krendl Krendl Sachnoff & Way
                                370 Seventeenth Street, Suite 5350
                                Denver, CO 80202
                                Attention: Cathy S. Krendl, Esq.

                (c)     SUCCESSORS AND ASSIGNS. This Agreement will be binding
upon the parties hereto and their respective successors, personal
representatives, heirs and assigns; however, no party hereto will have any right
to assign any of its obligations pursuant to this Agreement except with the
prior written consent of all of the other parties.

                (d)     MERGER. This Agreement and the Exhibits and other
documents related hereto set forth the entire agreement of the parties with
respect to the subject matter hereof and may not be amended or modified except
in writing subscribed to by all of such parties.

                (e)     GOVERNING LAW. This Agreement is entered into in the
city and county of Denver, state of Colorado, it will be performed in part
within the city and county of Denver, and it will be governed in all respects by
the laws of Colorado.

                (f)     MODIFICATION OR SEVERANCE. In the event that any
provision of this Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision will be
severed or modified to the extent necessary to render it enforceable, and as so
severed or modified, this Agreement will continue in full force and effect.


        Dated the day and year first above set forth.


<TABLE>
<S>                                                <C>
VITRO DIAGNOSTICS, INC.                            ASPENBIO, INC.


By:                                                By:
   -----------------------------------------          ---------------------------------
    James R. Musick, Vice President                    Roger D. Hurst, President



   -----------------------------------------          ---------------------------------
               James R. Musick                                 Roger D. Hurst



   -----------------------------------------
               Erik D. Van Horn
</TABLE>

                                       10
<PAGE>

           VITRO DIAGNOSTICS/ASPEN BIO LIST OF EXHIBITS AND SCHEDULES

                                    EXHIBITS

A.      Excluded Assets

B.      Assets and Allocation of Price

C.      Excluded Liabilities

D.      Specific Liabilities

E.      Voting Agreement

F.      Buyer's Legal Opinion Letter

G.      Seller's Legal Opinion Letter

H.      Fairness Determination

I.      Assignment and Bill of Sale

J.      Assignment and Assumption of Lease Agreement

K.      Intellectual Property Assignment Agreement

L.      Assumption Agreement

M.      Promissory Note

N.      Personal Guarantee

O.      Release and Settlement Agreement


                                    SCHEDULES

9(a) Audited Statements

9(a)(i) Interim Financial Statements

9(e) List of Liens

9(h) List of Material Contracts

9(i) Litigation

9(j) List of Insurance Policies

9(k) Employees and Benefits

                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2(A)
<SEQUENCE>9
<FILENAME>d95933ex10-2a.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.2(a)


                                 ASPENBIO, INC.


                          SECURITIES PURCHASE AGREEMENT


                                DECEMBER 28, 2001




<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                              Page
                                                                              ----
<S>              <C>                                                          <C>
1.      AGREEMENT TO SELL AND PURCHASE...........................................1
        1.1      AUTHORIZATION OF SECURITIES.....................................1
        1.2      SALE AND PURCHASE...............................................1

2.      CLOSING, DELIVERY AND PAYMENT............................................2
        2.1      CLOSING.........................................................2
        2.2      DELIVERY AT THE FIRST CLOSING...................................2
        2.3      DELIVERY AT THE SECOND CLOSING..................................2

3.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY............................2
        3.1      ORGANIZATION, GOOD STANDING AND QUALIFICATION...................2
        3.2      SUBSIDIARIES....................................................2
        3.3      CAPITALIZATION; VOTING RIGHTS...................................3
        3.4      AUTHORIZATION; BINDING OBLIGATIONS..............................3
        3.4      CLOSING.........................................................3
        3.5      FINANCIAL STATEMENTS............................................4
        3.6      LIABILITIES.....................................................4
        3.7      AGREEMENTS; ACTION..............................................4
        3.8      OBLIGATIONS TO RELATED PARTIES..................................5
        3.9      CHANGES.........................................................5
        3.10     TITLE TO PROPERTIES AND ASSETS; LIENS, ETC......................6
        3.11     INTELLECTUAL PROPERTY...........................................6
        3.12     COMPLIANCE WITH OTHER INSTRUMENTS...............................7
        3.13     LITIGATION......................................................8
        3.14     TAX RETURNS AND PAYMENTS........................................8
        3.15     EMPLOYEES.......................................................8
        3.16     OBLIGATIONS OF MANAGEMENT.......................................9
        3.17     REGISTRATION RIGHTS AND VOTING RIGHTS...........................9
        3.18     COMPLIANCE WITH LAWS; PERMITS...................................9
        3.19     ENVIRONMENTAL AND SAFETY LAWS...................................9
        3.20     FULL DISCLOSURE................................................10
        3.21     FOREIGN CORRUPT PRACTICES ACT..................................10
        3.22     MINUTE BOOKS...................................................10
        3.23     INSURANCE......................................................10

4.      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.........................11
        4.1      REQUISITE POWER AND AUTHORITY..................................11
        4.2      INVESTMENT REPRESENTATIONS.....................................12
        4.3      TRANSFER RESTRICTIONS..........................................12

5.      CONDITIONS TO CLOSING...................................................13
        5.1      CONDITIONS TO PURCHASER'S OBLIGATIONS AT THE CLOSING.:.........13
        5.2      CONDITIONS TO OBLIGATIONS OF THE COMPANY.......................13
</Table>


                                       i
<PAGE>


                               TABLE OF CONTENTS
                                  (continued)


<Table>
<Caption>
                                                                              Page
                                                                              ----
<S>              <C>                                                          <C>
6.      MISCELLANEOUS...........................................................14
        6.1      GOVERNING LAW..................................................14
        6.2      SURVIVAL.......................................................14
        6.3      SUCCESSORS AND ASSIGNS.........................................14
        6.4      ENTIRE AGREEMENT...............................................14
        6.5      SEVERABILITY...................................................14
        6.6      AMENDMENT AND WAIVER...........................................14
        6.7      DELAYS OR OMISSIONS............................................15
        6.8      NOTICES........................................................15
        6.9      EXPENSES.......................................................15
        6.10     ATTORNEYS' FEES................................................15
        6.11     TITLES AND SUBTITLES...........................................15
        6.12     COUNTERPARTS...................................................15
        6.13     BROKER'S FEES..................................................15
        6.14     INDEMNIFICATION:...............................................15
        6.15     USE OF PROCEEDS................................................16
        6.16     KNOWLEDGE......................................................16
        6.17     PRONOUNS.......................................................16
</Table>

                                       ii


<PAGE>


                                 ASPENBIO, INC.
                          SECURITIES PURCHASE AGREEMENT


         THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of December 28, 2001, by and among ASPENBIO, INC., a Colorado
corporation (the "Company"), and Cambridge Holdings, Ltd., a Colorado
corporation (the "Purchaser").

                                    RECITALS

         WHEREAS, the Company has authorized the sale and issuance of 1,000,000
shares of its Common Stock (the "Shares") and Warrants to purchase up to 830,000
shares of Common Stock at $1.00 per share (the "Warrants") and the Shares and
the Warrants are collectively referred to as the "Securities";

         WHEREAS, the Purchaser desires to purchase the Securities on the terms
and conditions set forth herein;

         WHEREAS, the Company desires to secure certain consulting services of
the Purchaser in connection with taking the Company public; and

         WHEREAS, the Company desires to issue and sell the Securities to
Purchaser on the terms and conditions set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises, representations, warranties, and covenants hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


AGREEMENT TO SELL AND PURCHASE.

AUTHORIZATION OF SECURITIES. On or prior to the First Closing (as defined in
Section 2 below), the Company shall have authorized (a) the sale and issuance to
Purchaser of the Securities and (b) the issuance of such shares of Common Stock
to be issued upon exercise of the Warrants (the "Warrant Shares"). The Warrants
shall be issued to the designees of the Purchaser listed in Purchaser's Schedule
1.1 and in the forms attached hereto as Exhibits A-1 and A-2. Such designees
shall each execute a Subscription Agreement in the form attached hereto as
Exhibit I prior to receipt of the Warrants.

SALE AND PURCHASE. Subject to the terms and conditions hereof, at the Closings
(as hereinafter defined) the Company hereby agrees to issue and sell to the
Purchaser, and the Purchaser agrees to purchase from the Company, the Securities
at an aggregate purchase price of $600,000. As further consideration for the
purchase of the Securities, Purchaser agrees to perform certain consulting
services for the Company as set forth in the Consulting Agreement in the form
attached hereto as Exhibit H (the "Consulting Agreement") pursuant to which the
Purchaser may forfeit 330,000 of the Warrants as provided in the Consulting
Agreement.


                                       1
<PAGE>


CLOSING, DELIVERY AND PAYMENT.

CLOSING. The first closing of the sale and purchase of the Securities under this
Agreement (the "First Closing") shall take place at 9:00 a.m. on the date
hereof, at the offices of Patton Boggs, LLP, 1660 Lincoln Street, Suite 1900,
Denver, CO 80264. The second closing will take place at 9:00 AM at Patton Boggs,
LLP on the second business day subsequent to delivery by the Company to
Purchaser of financial statements of the Company consisting of audited balance
sheets as at December 31, 2001 and 2000 and audited statements of income and
cash flow for the year ended December 31, 2001 and for the period from inception
to December 31, 2000 (which shall include an audited balance sheet and audited
statements of income and cash flow for Vitro Diagnostics, Inc. for the period
between January 1, 2000 and August 31, 2000. (the "Second Closing"). The
Company's audited statements shall be prepared by Larry O'Donnell, C.P.A., and
shall be in accordance with generally accepted accounting principles.

DELIVERY AT THE FIRST CLOSING. At the First Closing, subject to the terms and
conditions hereof, the Company will deliver to the Purchaser a certificate
representing the 500,000 Shares to be purchased at the First Closing by the
Purchaser, against payment of $300,000 by certified check, or wire transfer made
payable to the order of the Company, and the parties will execute and deliver
the Related Agreements (as defined below), except for the Warrants and the
Consulting Agreement.

DELIVERY AT THE SECOND CLOSING. At the Second Closing, subject to the terms and
conditions hereof, the Company will deliver to the Purchaser a certificate
representing 500,000 Shares and the Warrants to be purchased at the Second
Closing by the Purchaser against payment of $300,000 by certified check, or wire
transfer made payable to the order of the Company and the parties will execute
and deliver the Consulting Agreement.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth on a Schedule of Exceptions delivered by the Company to the
Purchaser at the Closing specifically identifying the relevant Section hereof,
the Company hereby represents and warrants to Purchaser as of the date of this
Agreement as set forth below.

ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado. The Company has all requisite corporate power and authority to own and
operate its properties and assets, to execute and deliver this Agreement, the
Warrant and the Investor Rights Agreement in the form attached hereto as Exhibit
B (the "Investor Rights Agreement"), the Shareholders Agreement in the form
attached hereto as Exhibit C (the "Shareholders Agreement") and the Consulting
Agreement in the form attached hereto as Exhibit H (the "Consulting Agreement")
(collectively, the "Related Agreements"), to issue and sell the Securities and
the Warrant Shares, and to carry out the provisions of this Agreement and the
Related Agreements and to carry on its business as presently conducted and as
presently proposed to be conducted. The Company is duly qualified and is
authorized to do business and is in good standing as a foreign corporation in
all jurisdictions in which the nature of its activities and of its properties
(both owned and leased) makes such qualification necessary, except for those
jurisdictions in which failure to do so would not have a material adverse effect
on the Company or its business.

SUBSIDIARIES. Except as provided in the Schedule of Exceptions, the Company has
no Subsidiaries and does not own or control any equity security or other
interest of any other


                                       2
<PAGE>


corporation, limited partnership or other business entity. The Company is not a
participant in any joint venture, partnership or similar arrangement. As used in
this Agreement, the term "Subsidiary" or "Subsidiaries" means any domestic or
foreign corporation or other business organization, whether or not incorporated,
of which more than fifty percent (50%) of either the equity interest in, or the
voting control of such corporation or organization is, directly or indirectly,
beneficially owned by the Company.

CAPITALIZATION; VOTING RIGHTS.

The authorized capital stock of the Company, immediately prior to the First
Closing, consists of 15,000,000 shares of Common Stock, 8,300,000 shares of
which are issued and outstanding.

Options to purchase 200,000 shares have been granted and are currently
outstanding (as listed on Exhibit D), and 900,000 shares of Common Stock are
reserved for future issuance to officers, directors, employees and consultants
of the Company.

Other than as set forth on Exhibit D, and except as may be granted pursuant to
this Agreement and the Related Agreements, there are no outstanding options,
warrants, rights (including conversion or preemptive rights and rights of first
refusal), proxy or shareholder agreements, or agreements of any kind for the
purchase or acquisition from the Company of any of its securities.

The number and class of the Company's equity securities issuable upon exercise
or conversion of all outstanding options, warrants and other convertible
securities of the Company are as set forth on Exhibit D. The number of shares
issuable upon exercise or conversion of such securities will not be adjusted as
a result of the transactions contemplated by this Agreement except with respect
to the Warrant Shares.

All issued and outstanding shares of the Company's Common Stock (i) have been
duly authorized and validly issued to the persons listed on Exhibit D hereto and
are fully paid and nonassessable, and (ii) were issued in compliance with all
applicable state and federal laws concerning the issuance of securities.

The Warrant Shares have been duly and validly reserved for issuance. When issued
in compliance with the provisions of this Agreement, the Securities and the
Warrant Shares will be validly issued, fully paid and nonassessable, and will be
free of any liens or encumbrances; provided, however, that the Shares and the
Warrant Shares may be subject to restrictions on transfer under state and/or
federal securities laws as set forth herein or as otherwise required by such
laws at the time a transfer is proposed.No stock plan, stock purchase, stock
option or other agreement or understanding between the Company and any holder of
any equity securities or rights to purchase equity securities provides for
acceleration or other changes in the vesting provisions or other terms of such
agreement or understanding as the result of any merger, consolidated sale of
stock or assets, change in control or any other transaction(s) by the Company.

AUTHORIZATION; BINDING OBLIGATIONS. All corporate action on the part of the
Company, its officers, directors and shareholders necessary for the
authorization of this Agreement and the Related Agreements, the performance of
all obligations of the Company hereunder and thereunder at the Closings and the
authorization, sale, issuance and delivery of the Securities pursuant hereto and
the Warrant Shares has been taken or will be taken prior to the Closing. This
Agreement and the Related Agreements, when executed and delivered, will be valid
and binding obligations of the Company enforceable in accordance with their
terms, except (a) as limited by applicable


                                       3
<PAGE>


bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors' rights and (b) general
principles of equity that restrict the availability of equitable remedies. The
sale of the Securities and the subsequent exercise of the Warrants into Warrant
Shares are not and will not be subject to any preemptive rights or rights of
first refusal that have not been properly waived or complied with.

FINANCIAL STATEMENTS. The Company has made available to the Purchaser (a) its
audited balance sheet as at December 31, 2000 and audited statement of income
and cash flow for the period from inception to December 31, 2000, and (b) its
unaudited balance sheet as at December 15, 2001 (the "Statement Date") and
unaudited consolidated statement of income and cash flow for the period ending
on the Statement Date (collectively, the "Financial Statements"), copies of
which are attached hereto as Exhibit E. The Financial Statements, together with
the notes thereto, are complete and correct in all material respects, have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods indicated, except as disclosed
therein, and present fairly the financial condition and position of the Company
as of December 31, 2000 and the Statement Date; provided, however, that the
unaudited financial statements have been prepared in accordance with customary
internal bookkeeping practices of the Company. No verification from any third
party has been obtained with respect to the information contained in the
unaudited financial statements.

LIABILITIES. To the Company's knowledge, the Company has no liabilities or
obligations of any nature (whether known or unknown and whether absolute,
accrued, contingent or otherwise) except for liabilities or obligations
reflected or reserved against in the Financial Statements, and except current
liabilities incurred in the ordinary course of business subsequent to the
Statement Date which have not been, either in any individual case or in the
aggregate, materially adverse.

AGREEMENTS; ACTION.

Except for agreements explicitly contemplated hereby, there are no agreements,
understandings or proposed transactions between the Company and any of its
officers, directors, affiliates or any affiliate thereof.

There are no agreements, understandings, instruments, contracts, proposed
transactions, judgments, orders, writs or decrees to which the Company is a
party or to its knowledge by which it is bound which may involve (i) obligations
(contingent or otherwise) of, or payments to, the Company in excess of $25,000
(other than obligations of, or payments to, the Company arising from purchase or
sale agreements entered into in the ordinary course of business), or (ii) the
transfer or license of any patent, copyright, trade secret or other proprietary
right to or from the Company (other than licenses arising from the purchase of
"off the shelf" or other standard products), or (iii) provisions restricting the
development, manufacture or distribution of the Company's products or services,
or (iv) indemnification by the Company with respect to infringements of
proprietary rights (other than indemnification obligations arising from
purchase, sale or license agreements entered into in the ordinary course of
business).

The Company has not (i) declared or paid any dividends, or authorized or made
any distribution upon or with respect to any class or series of its capital
stock, (ii) incurred any indebtedness for money borrowed or any other
liabilities (other than with respect to dividend obligations, distributions,
indebtedness and other obligations incurred in the


                                       4
<PAGE>


ordinary course of business or as disclosed in the Financial Statements)
individually in excess of $25,000 or, in the case of indebtedness and/or
liabilities individually less than $25,000, in excess of $100,000 in the
aggregate, (iii) made any loans or advances to any person, other than ordinary
advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of
any of its assets or rights, other than the sale of its inventory in the
ordinary course of business.

For the purposes of subsections (b) and (c) above, all indebtedness,
liabilities, agreements, understandings, instruments, contracts and proposed
transactions involving the same person or entity (including persons or entities
the Company has reason to believe are affiliated therewith) shall be aggregated
for the purpose of meeting the individual minimum dollar amounts of such
subsections.

OBLIGATIONS TO RELATED PARTIES. There are no obligations of the Company to
officers, directors, shareholders, or employees of the Company other than (a)
for payment of salary for services rendered, (b) reimbursement for reasonable
expenses incurred on behalf of the Company and (c) for other standard employee
benefits made generally available to all employees (including stock option
agreements outstanding under any stock option plan approved by the Board of
Directors of the Company). None of the officers, directors or shareholders of
the Company, or any members of their immediate families, are indebted to the
Company. No officer, director or shareholder, or any member of their immediate
families, is, directly or indirectly, interested in any material contract with
the Company (other than such contracts as relate to any such person's ownership
of capital stock or other securities of the Company). Except as may be disclosed
in the Financial Statements, the Company is not a guarantor or indemnitor of any
indebtedness of any other person, firm or corporation.

CHANGES. Since the Statement Date, there has not been to the Company's
knowledge:

Any change in the assets, liabilities, financial condition, prospects or
operations of the Company from that reflected in the Financial Statements, other
than changes in the ordinary course of business, none of which individually or
in the aggregate has had or is reasonably expected to have a material adverse
effect on such assets, liabilities, financial condition, prospects or operations
of the Company;

Any resignation or termination of any officer, key employee or group of
employees of the Company; and the Company does not know of the impending
resignation or termination of employment of any such officer, key employee or
group of employees;

Any material change, except in the ordinary course of business, in the
contingent obligations of the Company by way of guaranty, endorsement,
indemnity, warranty or otherwise;

Any damage, destruction or loss, whether or not covered by insurance, materially
and adversely affecting the properties, business or prospects or financial
condition of the Company;

Any waiver by the Company of a valuable right or of a material debt owed to it;

Any direct or indirect loans made by the Company to any shareholder, employee,
officer or director of the Company, other than advances made in the ordinary
course of business;

Any material change in any compensation arrangement or agreement with any
employee, officer, director or shareholder;

Any declaration or payment of any dividend or other distribution of the assets
of the Company;


                                       5
<PAGE>


Any labor organization activity related to the Company;

Any debt, obligation or liability incurred, assumed or guaranteed by the
Company, except those for immaterial amounts and for current liabilities
incurred in the ordinary course of business;

Any sale, assignment or transfer of any patents, trademarks, copyrights, trade
secrets or other intangible assets;

Any change in any material agreement to which the Company is a party or by which
it is bound which materially and adversely affects the business, assets,
liabilities, financial condition, operations or prospects of the Company;

Any other event or condition of any character that, either individually or
cumulatively, has materially and adversely affected the business, assets,
liabilities, financial condition, prospects or operations of the Company; or

Any arrangement or commitment by the Company to do any of the acts described in
subsection (a) through (m) above.

TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. The Company has good and marketable
title to its properties and assets, including the properties and assets
reflected in the most recent balance sheet included in the Financial Statements,
and good title to its leasehold estates, in each case subject to no mortgage,
pledge, lien, lease, encumbrance or charge, other than (a) those resulting from
taxes which have not yet become delinquent, (b) minor liens and encumbrances
which do not materially detract from the value of the property subject thereto
or materially impair the operations of the Company, and (c) those that have
otherwise arisen in the ordinary course of business. All facilities, machinery,
equipment, fixtures, vehicles and other properties owned, leased or used by the
Company are in good operating condition and repair and are reasonably fit and
usable for the purposes for which they are being used. To the Company's
knowledge, the Company is in compliance with all material terms of each lease to
which it is a party or is otherwise bound.

INTELLECTUAL PROPERTY.

To the Company's knowledge, the Company and each of its Subsidiaries owns or
possesses adequate licenses or other rights to use all of the patents, patent
applications, trademarks, trademark applications, service marks, service mark
applications, trade names, trade secrets, copyrights, copyright applications,
licenses, domain names, and other intellectual property (collectively, the
"Intellectual Property") necessary for the conduct of its business as of the
date hereof and as presently proposed to be conducted. Section 3.11 of Schedule
of Exceptions sets forth, with respect to each item of Intellectual Property of
the Company registered with any domestic or foreign governmental agency (i) a
brief description of such item of Intellectual Property, and (ii) the
jurisdictions covered by such registration or application. The Company has not
received any communication alleging that the Company or any of its Subsidiaries
has violated, or by conducting its business as presently proposed to be
conducted, would violate any of the Intellectual Property of any other person or
entity. The business and operations of the Company and its Subsidiaries as of
the date hereof and as presently proposed to be conducted are not materially
dependent upon any item or items of Intellectual Property of any other person or
entity.

Neither the Company nor any of its Subsidiaries has any obligation to compensate
any person for the use of any Intellectual Property and has not, other than in
the ordinary course of business, granted to any person any license or right to
use such Intellectual


                                       6
<PAGE>


Property, whether or not requiring the payment of royalties. To the Company's
knowledge, the Company and each of its Subsidiaries has taken all actions
reasonably necessary to protect its ownership or rights to use its Intellectual
Property. Neither the Company nor any of its Subsidiaries has assigned,
transferred, licensed, pledged, encumbered, or otherwise taken or failed to take
any action with respect to its Intellectual Property and underlying technology
which would be reasonably likely to have a material adverse effect. To the
Company's knowledge, the conduct of the business of the Company or any of its
Subsidiaries as of the date hereof and as presently proposed to be conducted
does not infringe on any Intellectual Property of any third party. To the
Company's knowledge, no third party has infringed or is infringing on any of the
Intellectual Property of the Company or any of its Subsidiaries. To the
Company's knowledge, no technical information developed by and belonging to the
Company or any of its Subsidiaries has been disclosed to a third party who has
not entered into an agreement to maintain the confidentiality of such technical
information.

The Company does not know of any employee or consultant of the Company or any of
its Subsidiaries that is obligated under any agreement (including licenses,
covenants or commitments of any nature) or subject to any judgment, decree or
order of any court or administrative agency, or any other restriction that would
interfere with the use of his or her best efforts to carry out his or her duties
for the Company or any of its Subsidiaries or to promote the interests of the
Company or such Subsidiary or that would conflict with the business of the
Company or any of its Subsidiaries as currently conducted and as proposed to be
conducted. To the Company's knowledge, the conduct of the business of the
Company or any of its Subsidiaries by the employees and contractors of the
Company or any of its Subsidiaries, as currently conducted and as presently
proposed to be conducted, will not conflict with or result in a breach of the
terms, conditions or provisions of, or constitute a default under, any contract,
covenant or instrument under which any of such employees or contractors or the
Company or any such Subsidiary is now obligated. The Company does not believe it
is or will be necessary to utilize any inventions of any employees of the
Company or any of its Subsidiaries (or persons the Company or any of its
Subsidiaries currently intends to hire) made prior to their employment by the
Company or such Subsidiary.

COMPLIANCE WITH OTHER INSTRUMENTS. To the Company's knowledge, the Company is
not in material violation or default of any term of its Articles or Bylaws, or
of any provision of any mortgage, indenture, contract, agreement, instrument or
contract to which it is party or by which it is bound or of any judgment,
decree, order, writ. To the Company's knowledge, the execution, delivery, and
performance of and compliance with this Agreement, and the Related Agreements,
and the issuance and sale of the Securities pursuant hereto and of the Warrant
Shares, will not, with or without the passage of time or giving of notice,
result in any such material violation, or be in conflict with or constitute a
material default under any such term, or result in the creation of any mortgage,
pledge, lien, encumbrance or charge upon any of the properties or assets of the
Company or the suspension, revocation, impairment, forfeiture or nonrenewal of
any permit, license, authorization or approval applicable to the Company, its
business or operations or any of its assets or properties. To the Company's
knowledge, the Company has avoided every condition, and has not performed any
act, the occurrence of which would result in the Company's loss of any right
granted under any license, distribution


                                       7
<PAGE>


agreement or other agreement required to be disclosed on the Schedule of
Exceptions.

LITIGATION. There is no action, suit, proceeding or investigation pending or, to
the Company's knowledge, currently threatened against the Company that questions
the validity of this Agreement, or the Related Agreements or the right of the
Company to enter into any of such agreements, or to consummate the transactions
contemplated hereby or thereby, or which would reasonably be expected to result,
either individually or in the aggregate, in any material adverse change in the
assets, condition, affairs or prospects of the Company, financially or
otherwise, or any change in the current equity ownership of the Company, nor
does the Company know of any basis for any of the foregoing. The foregoing
includes, without limitation, actions pending or, to the Company's knowledge,
threatened involving the prior employment of any of the Company's employees,
their use in connection with the Company's business of any information or
techniques allegedly proprietary to any of their former employers, or their
obligations under any agreements with prior employers. The Company is not a
party or subject to the provisions of any order, writ, injunction, judgment or
decree of any court or government agency or instrumentality. There is no action,
suit, proceeding or investigation by the Company currently pending or which the
Company intends to initiate.

TAX RETURNS AND PAYMENTS. The Company has timely filed all tax returns (federal,
state and local) required to be filed by it. All taxes shown to be due and
payable on such returns, any assessments imposed, and to the Company's knowledge
all other taxes due and payable by the Company on or before the Closing, have
been paid or will be paid prior to the time they become delinquent. The Company
has not been advised (a) that any of its returns, federal, state or other, have
been or are being audited as of the date hereof, or (b) of any deficiency in
assessment or proposed judgment to its federal, state or other taxes. The
Company has no knowledge of any liability of any tax to be imposed upon its
properties or assets as of the date of this Agreement that is not adequately
provided for.

EMPLOYEES. To the Company's knowledge, the Company has no collective bargaining
agreements with any of its employees. There is no labor union organizing
activity pending or, to the Company's knowledge, threatened with respect to the
Company. To the Company's knowledge, no employee of the Company, nor any
consultant with whom the Company has contracted, is in violation of any material
term of any employment contract, proprietary information agreement or any other
agreement relating to the right of any such individual to be employed by, or to
contract with, the Company because of the nature of the business to be conducted
by the Company; and to the Company's knowledge the continued employment by the
Company of its present employees, and the performance of the Company's contracts
with its independent contractors, will not result in any such violation. The
Company has not received any notice alleging that any such violation has
occurred. Each of the employees of and consultants to the Company and each of
its Subsidiaries has executed and delivered to the Company a nondisclosure and
inventions agreement substantially in the form of Exhibit F attached hereto. No
employee of the Company has been granted the right to continued employment by
the Company or to any material compensation following termination of employment
with the Company. The Company does not know of any officer, key employee or
group of employees that intends to terminate his, her or their employment with
the Company, nor


                                       8
<PAGE>


does the Company have a present intention to terminate the employment of any
officer, key employee or group of employees.

OBLIGATIONS OF MANAGEMENT. Each officer and key employee of the Company is
currently devoting substantially all of his or her business time to the conduct
of the business of the Company. The Company does not know of any officer or key
employee of the Company that is planning to work less than full time at the
Company in the future. No officer or key employee is currently working or, to
the Company's knowledge, plans to work for a competitive enterprise, whether or
not such officer or key employee is or will be compensated by such enterprise.

REGISTRATION RIGHTS AND VOTING RIGHTS. Except as set forth in the Investor
Rights Agreement and Exhibits hereto, the Company is presently not under any
obligation, and has not granted any rights, to register any of the Company's
presently outstanding securities or any of its securities that may hereafter be
issued. To the Company's knowledge, except as contemplated in the Shareholders
Agreement, no shareholder of the Company has entered into any agreement with
respect to the voting of equity securities of the Company.

COMPLIANCE WITH LAWS; PERMITS. To the Company's knowledge, the Company is not in
violation of any applicable statute, rule, regulation, order or restriction of
any domestic or foreign government or any instrumentality or agency thereof in
respect of the conduct of its business or the ownership of its properties which
violation would materially and adversely affect the business, assets,
liabilities, financial condition, operations or prospects of the Company. To the
Company's knowledge, no governmental orders, permissions, consents, approvals or
authorizations are required to be obtained and no registrations or declarations
are required to be filed in connection with the execution and delivery of this
Agreement and the issuance of the Securities or the Warrant Shares, except such
as has been duly and validly obtained or filed, or with respect to any filings
that must be made after the Closing, as will be filed in a timely manner. To the
Company's knowledge, the Company has all franchises, permits, licenses and any
similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which could materially and adversely affect the
business, properties, prospects or financial condition of the Company and
believes it can obtain, without undue burden or expense, any similar authority
for the conduct of its business as planned to be conducted.

ENVIRONMENTAL AND SAFETY LAWS.

To the Company's knowledge, the Company is not in violation of any applicable
statute, law or regulation relating to occupational health and safety, and to
its knowledge, no material expenditures are or will be required in order to
comply with any such existing statute, law or regulation.

To the Company's knowledge, neither the Company nor any Subsidiary has caused or
allowed, or contracted with any party for, the generation, use, transportation,
treatment, storage or disposal of any Hazardous Substances (as defined below) in
connection with the operation of its business or otherwise in a material
violation of any applicable Environmental Laws. To the Company's knowledge, the
operation of the business and the ownership, lease or occupation of real
property (the "Premises") by the Company and its Subsidiaries are in material
compliance with all applicable Environmental Laws (as defined below) and orders
or directives of any governmental authorities having jurisdiction under such
Environmental Laws, including, without limitation, any


                                       9
<PAGE>


Environmental Laws or orders or directives with respect to any cleanup or
remediation of any release or threat of release of Hazardous Substances. Neither
the Company nor any Subsidiary has received any citation, directive, letter or
other communication, written or oral, or any notice of any proceeding, claim or
lawsuit, from any person arising out of the ownership or occupation of the
Premises, or the conduct of its operations, and the Company does not know of any
basis therefor. To the Company's knowledge, the Company and each of its
Subsidiaries has obtained and is maintaining in full force and effect all
necessary permits, licenses and approvals required by all Environmental Laws
applicable to the Premises and the business operations conducted thereon, and is
in compliance with all such permits, licenses and approvals. To the Company's
knowledge, neither the Company nor any Subsidiary has caused or allowed a
release, or a threat of release, of any Hazardous Substance unto, at or near the
Premises, and, to the Company's knowledge, neither the Premises nor any property
at or near the Premises has ever been subject to a release, or a threat of
release, of any Hazardous Substance. For the purposes of this Agreement, the
term "Environmental Laws" shall mean any Federal, state or local law or
ordinance or regulation pertaining to the protection of human health or the
environment, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Sections 9601, et seq. For
purposes of this Agreement, the term "Hazardous Substances" shall include oil
and petroleum products, asbestos, polychlorinated biphenyls, urea formaldehyde
and any other materials classified as hazardous or toxic under any Environmental
Laws.

FULL DISCLOSURE. The Company has provided the Purchaser with all information
requested by the Purchaser in connection with its decision to purchase the
Securities, including all information the Company believes is reasonably
necessary to make such investment decision. Neither this Agreement, the exhibits
hereto, the Related Agreements nor any other document delivered by the Company
to Purchaser or its attorneys or agents in connection herewith or therewith or
with the transactions contemplated hereby or thereby, contain any untrue
statement of a material fact nor omit to state a material fact necessary in
order to make the statements contained herein or therein not misleading. To the
Company's knowledge, there are no facts which (individually or in the aggregate)
materially adversely affect the business, assets, liabilities, financial
condition, prospects or operations of the Company that have not been set forth
in this Agreement, the exhibits hereto, the Related Agreements or in other
documents delivered to Purchaser or their attorneys or agents in connection
herewith.

FOREIGN CORRUPT PRACTICES ACT. To the Company's knowledge, neither the Company
nor any of its Subsidiaries has taken any action which would cause it to be in
material violation of the Foreign Corrupt Practices Act of 1977, as amended, or
any rules or regulations thereunder. To the Company's knowledge, there is not
now, and there has never been, any employment by the Company or any of its
subsidiaries of, or beneficial ownership in the Company or any of its
subsidiaries by, any governmental or political official in any country in the
world.

MINUTE BOOKS. The minute books of the Company made available to the Purchaser
contain a complete summary of all meetings of directors and shareholders since
the time of incorporation.

INSURANCE. The Company has general commercial, fire, casualty and workers'
compensation insurance policies with coverage customary for companies similarly
situated to the Company.


                                       10
<PAGE>


REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

Except as set forth on a Schedule of Exceptions delivered by the Purchaser to
the Company at the Closing specifically identifying the relevant Section hereof,
the Purchaser hereby represents and warrants to the Company as follows (such
representations and warranties do not lessen or obviate the representations and
warranties of the Company set forth in this Agreement):

ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Colorado. The Purchaser is duly qualified and is authorized to do
business and is in good standing as a foreign corporation in all jurisdictions
in which the nature of its activities and of its properties (both owned and
leased) makes such qualification necessary, except for those jurisdictions in
which failure to do so would not have a material adverse effect on the Purchaser
or its business.

REQUISITE POWER AND AUTHORITY. Purchaser has all necessary power and authority
under all applicable provisions of law to execute and deliver this Agreement and
the Related Agreements and to carry out their provisions. All action on
Purchaser's part required for the lawful execution and delivery of this
Agreement and the Related Agreements have been or will be effectively taken
prior to the Closing. Upon their execution and delivery, this Agreement and the
Related Agreements will be valid and binding obligations of Purchaser,
enforceable in accordance with their terms, except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors' rights and (b) as limited by
general principles of equity that restrict the availability of equitable
remedies

LITIGATION. There is no action, suit, proceeding or investigation pending or, to
the Purchaser's knowledge, currently threatened against the Purchaser that
questions the validity of this Agreement, or the Related Agreements or the right
of the Purchaser to enter into any of such agreements, or to consummate the
transactions contemplated hereby or thereby, or which would reasonably be
expected to result, either individually or in the aggregate, in any material
adverse change in the assets, condition, affairs or prospects of the Purchaser,
financially or otherwise, or any change in the current equity ownership of the
Purchaser, nor does the Purchaser know of any basis for any of the foregoing.
Purchaser is not a party or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality. Neither the Purchaser, its officers, directors or any
shareholders holding more than 5% of the issued and outstanding shares of the
Purchaser have been subject to action, suit, order, procedure or, to the
knowledge of Purchaser, investigation by the U.S. Securities and Exchange
Commission ("SEC"), the National Association of Securities Dealers, any state
securities commission or other regulatory body. There is no action, suit,
proceeding or investigation by the Purchaser currently pending or which the
Purchaser intends to initiate.

TAX RETURNS AND PAYMENTS. The Purchaser has timely filed all tax returns
(federal, state and local) required to be filed by it. All taxes shown to be due
and payable on such returns, any assessments imposed, and to the Purchaser's
knowledge all other taxes due and payable by the Purchaser on or before the
Closing, have been paid or will be paid prior to the time they become
delinquent. The Purchaser has not been advised (a) that


                                       11
<PAGE>


any of its returns, federal, state or other, have been or are being audited as
of the date hereof, or (b) of any deficiency in assessment or proposed judgment
to its federal, state or other taxes. The Purchaser has no knowledge of any
liability of any tax to be imposed upon its properties or assets as of the date
of this Agreement that is not adequately provided for.

FULL DISCLOSURE. The Purchaser has provided the Company with all information
requested by the Company in connection with sale of the Securities, including
all information the Purchaser believes is reasonably necessary to make such a
decision. Neither this Agreement, the exhibits hereto, the Related Agreements
nor any other document delivered by the Purchaser to Company or its attorneys or
agents in connection herewith or therewith or with the transactions contemplated
hereby or thereby, contain any untrue statement of a material fact nor omit to
state a material fact necessary in order to make the statements contained herein
or therein not misleading. To the Purchaser's knowledge, there are no facts
which (individually or in the aggregate) materially adversely affect the
consummation of the transactions contemplated herein that have not been set
forth in this Agreement, the exhibits hereto, the Related Agreements or in other
documents delivered to Company or their attorneys or agents in connection
herewith.

INVESTMENT REPRESENTATIONS. Purchaser understands that neither the Securities
nor the Warrant Shares have been registered under the Securities Act. Purchaser
also understands that the Securities are being offered and sold pursuant to an
exemption from registration contained in the Securities Act based in part upon
Purchaser's representations contained in the Agreement. Purchaser hereby
represents and warrants as follows:

INVESTMENT EXPERIENCE. Purchaser has substantial experience in evaluating and
investing in private placement transactions of securities in companies similar
to the Company so that it is capable of evaluating the merits and risks of its
investment in the Company and has the capacity to protect its own interests.

ACQUISITION FOR OWN ACCOUNT. Purchaser is acquiring the Securities and the
Warrant Shares for Purchaser's own account for investment only, and not with a
view towards their distribution.

PURCHASER CAN PROTECT ITS INTEREST. Purchaser represents that by reason of its,
or of its management's, business or financial experience, Purchaser has the
capacity to protect its own interests in connection with the transactions
contemplated in this Agreement, and the Related Agreements. Further, Purchaser
is aware of no publication of any advertisement in connection with the
transactions contemplated in the Agreement.

COMPANY INFORMATION. Purchaser has had an opportunity to discuss the Company's
business, management and financial affairs with directors, officers and
management of the Company. Purchaser has also had the opportunity to ask
questions of and receive answers from, the Company and its management regarding
the terms and conditions of this investment.

LIQUIDITY. Purchaser acknowledges and agrees that the Securities, and, if
issued, the Warrant Shares must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available.

RESIDENCE. The office of the Purchaser in which its investment decision was made
is located at the address of the Purchaser set forth on the signature page
hereof.

TRANSFER RESTRICTIONS. The Purchaser acknowledges and agrees that the Securities
and, if issued, the Warrant Shares are subject to restrictions on transfer
pursuant to the Securities Act and applicable securities laws.


                                       12
<PAGE>


CONDITIONS TO CLOSING.

CONDITIONS TO PURCHASER'S OBLIGATIONS AT THE CLOSING. Purchaser's obligations to
purchase the Securities at each of the Closings are subject to the satisfaction,
at or prior to the date for each of the Closings, of the following conditions:

REPRESENTATIONS AND WARRANTIES TRUE; PERFORMANCE OF OBLIGATIONS. The
representations and warranties made by the Company in Section 3 hereof shall be
true and correct as of the Closing Date with the same force and effect as if
they had been made as of the Closing Date, and the Company shall have performed
all obligations and conditions herein required to be performed or observed by it
on or prior to the Closing.

CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any and all
consents, permits and waivers necessary or appropriate for consummation of the
transactions contemplated by the Agreement and the Related Agreements (except
for such as may be properly obtained subsequent to the Closing).

CORPORATE DOCUMENTS. The Company shall have delivered to Purchaser or their
counsel, copies of all corporate documents of the Company as Purchaser shall
reasonably request.

RESERVATION OF WARRANT SHARES. The Warrant Shares issuable upon conversion of
the Shares shall have been duly authorized and reserved for issuance upon such
conversion.

SECRETARY'S CERTIFICATE. The Purchaser shall have received from the Company's
Secretary, a certificate having attached thereto (i) the Company's Articles of
Incorporation, as amended, as in effect at the time of the Closing, (ii) the
Company's Bylaws as in effect at the time of the Closing, (iii) resolutions
approved by the Board of Directors authorizing the transactions contemplated
hereby, and (iv) good standing certificates with respect to the Company from the
Secretary of State of Colorado and any other jurisdiction in which the Company
is qualified to do business, dated a recent date before the Closing.

INVESTOR RIGHTS AGREEMENT. The Investor Rights Agreement substantially in the
form attached hereto as Exhibit B shall have been executed and delivered by the
parties thereto.

SHAREHOLDERS AGREEMENT. The Shareholders Agreement substantially in the form
attached hereto as Exhibit C shall have been executed and delivered by the
parties thereto.

PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in connection
with the transactions contemplated at the Closing hereby and all documents and
instruments incident to such transactions shall be reasonably satisfactory in
substance and form to the Purchaser and their special counsel, and the Purchaser
and their special counsel shall have received all such counterpart originals or
certified or other copies of such documents as they may reasonably request.

CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company's obligation to issue and
sell the Shares at each Closing is subject to the satisfaction, on or prior to
such Closing, of the following conditions:

REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties in
Section 4 made by the Purchaser shall be true and correct at the date of each of
the Closings, with the same force and effect as if they had been made on and as
of said date.

PERFORMANCE OF OBLIGATIONS. The Purchaser shall have performed and complied with
all


                                       13
<PAGE>


agreements and conditions herein required to be performed or complied with by
the Purchaser on or before the Closing.

INVESTOR RIGHTS AGREEMENT. The Investor Rights Agreement substantially in the
form attached hereto as Exhibit B shall have been executed and delivered by the
Purchaser.

CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any and all
consents, permits and waivers necessary or appropriate for consummation of the
transactions contemplated by the Agreement and the Related Agreements (except
for such as may be properly obtained subsequent to the Closing).

SECRETARY'S CERTIFICATE. The Company shall have received from the Purchaser's
Secretary, a certificate having attached thereto (i) resolutions approved by the
Board of Directors authorizing the transactions contemplated hereby, and (ii)
good standing certificates with respect to the Purchaser from the Secretary of
State of Colorado.

CONFIDENTIALITY. The Confidentiality and Non-disclosure Agreement substantially
in the form attached hereto as Exhibit G shall have been executed and delivered
by the Purchaser.

(g) CONSULTING AGREEMENT. The Consulting Agreement substantially in the form
attached hereto as Exhibit H shall have been executed and delivered by the
parties thereto.

MISCELLANEOUS.

GOVERNING LAW. This Agreement shall be governed in all respects by the laws of
the State of Colorado.

SURVIVAL. The representations, warranties, covenants and agreements made herein
shall survive any investigation made by the Purchaser and the closing of the
transactions contemplated hereby. All statements as to factual matters contained
in any certificate or other instrument delivered by or on behalf of the Company
pursuant hereto in connection with the transactions contemplated hereby shall be
deemed to be representations and warranties by the Company hereunder solely as
of the date of such certificate or instrument.

SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto
and shall inure to the benefit of and be enforceable by each person who shall be
a holder of the Securities from time to time.

ENTIRE AGREEMENT. This Agreement, the exhibits and schedules hereto, the Related
Agreements and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement between the parties with regard to the
subjects hereof and no party shall be liable or bound to any other in any manner
by any representations, warranties, covenants and agreements except as
specifically set forth herein and therein.

SEVERABILITY. In case any provision of the Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

AMENDMENT AND WAIVER.

This Agreement may be amended or modified only upon the written agreement of the
Company and the Purchaser.

The obligations of the Company and the Purchaser under the Agreement may be
waived only written consent of the other party but any waiver or failure to
insist upon strict


                                       14
<PAGE>


compliance with such obligations shall not operate as a waiver of, or estoppel
with respect to, any subsequent failure of compliance.

DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise any
right, power or remedy accruing to any party, upon any breach, default or
noncompliance by another party under this Agreement or the Related Agreements,
shall impair any such right, power or remedy, nor shall it be construed to be a
waiver of any such breach, default or noncompliance, or any acquiescence
therein, or of or in any similar breach, default or noncompliance thereafter
occurring. It is further agreed that any waiver, permit, consent or approval of
any kind or character on the Purchaser's part of any breach, default or
noncompliance under this Agreement, the Related Agreements or any waiver on such
party's part of any provisions or conditions of the Agreement or the Related
Agreements must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or the Related Agreements, by law, or otherwise afforded to any party,
shall be cumulative and not alternative.

NOTICES. All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient, if not, then on the next business day, (c) five (5)
business days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) business day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the
Company and to the Purchaser at their respective addresses as set forth on the
signature page hereof or at such other address as the Company or such Purchaser
may designate by ten (10) days advance written notice to the other party hereto.

EXPENSES. Each party will pay its own legal, accounting and other expenses
incurred by such party or on its own behalf in connection with this Agreement
and the Related Agreements.

ATTORNEYS' FEES. In the event that any suit or action is instituted to enforce
any provision in this Agreement, the prevailing party in such dispute shall be
entitled to recover from the losing party all fees, costs and expenses of
enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

TITLES AND SUBTITLES. The titles of the sections and subsections of the
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.

COUNTERPARTS. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument.

BROKER'S FEES. Each party hereto represents and warrants that no agent, broker,
investment banker, person or firm acting on behalf of or under the authority of
such party hereto is or will be entitled to any broker's or finder's fee or any
other commission directly or indirectly in connection with the transactions
contemplated herein. Each party hereto further agrees to indemnify each other
party for any claims, losses or expenses incurred by such other party as a
result of the representation in this Section 6.13 being untrue.

INDEMNIFICATION. Each party hereto agrees to indemnify and hold harmless the
other party, its affiliates, directors, officers, agents and representatives as
follows:


                                       15
<PAGE>


INDEMNIFICATION FOR CLAIMS. As used herein, the term "Claims" refers to any
losses, damages, liabilities, or claims including costs or expenses (including
but not limited to attorneys' fees and other expenses of investigation in
defense of any such claims) which arise as a result of any breach or violation
of the covenants, agreements, warrants, or representations contained in this
Agreement or the Related Agreements. Any party who has breached or violated any
covenant, agreement, warranty, or representation giving rise to a Claim shall be
referred to as an "Indemnifying Party" and any party who has suffered or is
threatened with suffering losses in connection with such a Claim shall be
referred to as an "Indemnified Party." The Indemnifying Party will be obligated
to indemnify the Indemnified party with respect to any Claim occasioned by a
breach or violation of this Agreement or the Related Agreements on the part of
the Indemnifying Party.

NOTICE. Any Indemnified Party shall promptly advise any Indemnifying Party in
writing of the existence of any Claim caused or permitted by such Indemnifying
Party as soon as feasible and in no event later than ten days after the
Indemnified Party becomes aware of such actual or potential Claim. Thereafter,
if the Indemnifying Party acknowledges its obligation in writing, the
Indemnified Party will afford the Indemnifying Party a reasonable opportunity to
undertake the defense, settlement, or other resolution of the Claim, and the
Indemnified Party shall cooperate fully with the Indemnifying Party in resolving
such matter. If the Indemnifying Party fails or refuses to acknowledge its
liability or to undertake such defense, settlement, or other resolution of such
Claim, then the Indemnified Party may itself defend, settle, or otherwise
resolve the Claim, and the Indemnifying Party shall be solely responsible for
all costs incurred by the Indemnified Party in connection therewith.

USE OF PROCEEDS. The proceeds from the sale of the Securities shall be used by
the Company for research and development and for general corporate purposes.

KNOWLEDGE. Whenever a statement of any party to this Agreement is qualified by
that party's "knowledge", "knowledge" means the actual knowledge of the person
making such statement at the time or times that such statement is made without
any requirement for further inquiry. If the statement is made by the Company,
such knowledge shall include the actual knowledge of the Company's officers and
directors; otherwise, the actual knowledge of a person shall not be imputed to
any other person.

PRONOUNS. All pronouns contained herein, and any variations thereof, shall be
deemed to refer to the masculine, feminine or neutral, singular or plural, as to
the identity of the parties hereto may require.

[SIGNATURE PAGE FOLLOWS]


                                       16
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed the SECURITIES
PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:

ASPENBIO, INC.

By:   Roger Hurst, President

Address:  8100 Southpark Way, Bldg. B-1
          Littleton, CO 80120

PURCHASER:

Cambridge Holdings, Ltd.

By: Gregory Pusey, President
    106 S. University Blvd. Unit 14
    Denver, CO  80209


                         SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>

LIST OF EXHIBITS

Warrants.....................................................  Exhibit A

Investor Rights Agreement....................................  Exhibit B

Shareholders Agreement.......................................  Exhibit C

List of Shareholders and Optionholders.......................  Exhibit D

Financial Statements.........................................  Exhibit E

Proprietary Information and Inventions Agreement.............  Exhibit F

Confidentiality and Non-disclosure Agreement.................  Exhibit G

Consulting Agreement.........................................  Exhibit H

Subscription Agreement.......................................  Exhibit I


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>10
<FILENAME>d95933ex10-3.txt
<DESCRIPTION>INVESTOR RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                            INVESTOR RIGHTS AGREEMENT


                THIS INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into
this 28th day of December, 2001, by and between AspenBio, Inc., a Colorado
corporation (the "Company") and Cambridge Holdings, Ltd., a Colorado corporation
(the "Purchaser").

                                    RECITALS

        A.      On the date hereof, the Company and the Purchaser entered into a
Securities Purchase Agreement (the "Purchase Agreement"), pursuant to which
Purchaser acquired, and agreed to acquire, certain securities of the Company as
described in the Purchase Agreement. All capitalized terms used in this
Agreement shall have the same meanings as ascribed to such terms in the Purchase
Agreement.

        B.      Section 2.2 of the Purchase Agreement provides that the Parties
enter into this Agreement to provide rights for the Purchaser .

        C.      This Agreement is being executed and delivered at the Closing in
connection with provision for payment of the purchase price under the Purchase
Agreement.

                             STATEMENT OF AGREEMENT

        NOW THEREFORE, in consideration of the premises and of the respective
covenants and provisions herein contained, and intending to be legally bound
hereby, the Parties agree as follows:

1.      Certain Definitions.

        As used in this Agreement, the following terms shall have the meanings
ascribed to them below:

        "Affiliate" means (i) with respect to any Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person or (ii) with respect to any
individual, the spouse, child, step-child, grandchild, niece, nephew or parent
of such Person, or the spouse thereof.

        "Common Stock" means the Common Stock of the Company and any equity
securities issued or issuable with respect to the Common Stock in connection
with a reclassification, recapitalization, merger, consolidation or other
reorganization.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Holder" means any Person owning of record Registrable Securities that
have not been sold to the public.

<PAGE>

        "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivisions thereof.

        "Registrable Securities" means any (i) of the Shares purchased pursuant
to the Purchase Agreement, (ii) shares of Common Stock issuable or issued upon
exercise of the Warrants and, (iii) any other shares of Common Stock issued or
issuable, directly or indirectly, with respect to the Common Stock referenced in
clauses (i) or (ii) or by way of stock dividend, stock split or combination of
shares. As to any particular Registrable Securities, such securities shall cease
to be Registrable Securities when (a) a registration statement filed pursuant to
a Demand Registration Request (as defined in Section 2.2 herein) or a Form S-3
Registration (as defined in Section 2.4 herein) with respect to such securities
shall have been declared effective under the Securities Act and the Company has
materially complied with Section 2.3(b) herein, or (b) such securities shall
have been disposed of in accordance with a registration described in Section 2.1
herein ("Piggyback Registration"), or (c) such securities shall have been sold
pursuant to Rule 144 (or any successor provision) under the Securities Act, or
(d) such securities are eligible for sale under Rule 144(k) (or any successor
provision) under the Securities Act. Provided, however, that Registrable
Securities which otherwise would cease to be considered Registrable Securities
as a result of item (a) above shall remain Registrable Securities solely for the
purposes of Section 2.1 herein.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

2.      Registration Rights.

                2.1     Piggyback Registrations.

                        (a)     Piggyback Registrations. If, at any time prior
        to June 30, 2007 the Company proposes to register its Common Stock under
        the Securities Act in connection with the public offering of Common
        Stock (other than a registration relating solely to the sale of Common
        Stock to participants in an employee benefit plan or with respect to any
        corporate reorganization or other transaction under Rule 145 of the
        Securities Act) whether or not for its own account, the Company shall
        give prompt written notice of its intention to do so to the Holders.
        Upon the written request of any of the Holders made within 15 days
        following the receipt of any such written notice (which request shall
        specify the Registrable Securities intended to be disposed of by the
        Holders and the intended method of distribution thereof), the Company
        shall use commercially reasonable efforts to cause all such Registrable
        Securities to be registered under the Securities Act (with the
        securities which the Company at the time proposes to register) to permit
        the sale or other disposition by the Holders (in accordance with the
        intended method of distribution thereof) of the Registrable Securities
        to be so registered.

                        (b)     Abandonment or Delay. If, at any time after
        giving written notice of its intention to register its Common Stock and
        prior to the effective date of the



                                     - 2 -
<PAGE>

        registration statement filed in connection with such registration, the
        Company shall determine for any reason not to register or to delay
        registration of its Common Stock, the Company may, at its election, give
        written notice of such determination to all Holders and (i) in the case
        of a determination not to register, shall be relieved of its obligation
        to register any Registrable Securities in connection with such abandoned
        registration, without prejudice, however, to the rights of Holders under
        Section 2.1(a), and (ii) in the case of a determination to delay such
        registration of its Common Stock shall be permitted to delay the
        registration of such Registrable Securities for the same period as the
        delay in registering its Common Stock.

                        (c)     Holder's Right to Withdraw. Any Holder shall
        have the right to withdraw its request for inclusion of its Registrable
        Securities in any registration statement pursuant to this Section 2.1 by
        giving written notice to the Company of its request to withdraw.

                        (d)     Underwriting Requirements. In connection with
        any offering involving an underwriting of the Common Stock, the Company
        shall not be required under Section 2.1 to include any of the
        Registrable Securities in such underwriting unless the Holders accept
        the terms of the underwriting as agreed upon between the Company and the
        underwriters selected by it (or by other persons entitled to select the
        underwriters), and then only in such quantity as the underwriters
        determine in their sole discretion will not jeopardize the success of
        the offering by the Company. If the total amount of securities,
        including Registrable Securities, requested by persons to be included in
        such offering exceeds the amount of securities that the underwriters
        determine in their sole discretion is compatible with the success of the
        offering, then the Company shall be required to include in the offering
        only that number of shares of Common Stock, including Registrable
        Securities, which the underwriters determine in their discretion will
        not jeopardize the success of the offering (the securities so included
        to be apportioned pro rata among the Persons according to the total
        amount of securities entitled to be included therein owned by each
        Person or in such proportions as shall mutually be agreed to by such
        Persons. In the event that the underwriters determine that the total
        amount of securities requested to be included in the offering exceeds
        the amount that the underwriters determine is compatible with the
        success of the offering, then the underwriters shall provide written
        notice of such determination to the Holders.

                2.2     Demand Registration.

                        (a)     Request for Registration. The Holders shall be
        entitled to one Demand Registration Request as defined herein. Subject
        to Section 2.2(c), at any time between September 30, 2002 and June 30,
        2006 one or more Holders holding at least a majority of the Registrable
        Securities then outstanding shall have the right to require the Company
        to file a registration statement under the Securities Act covering the
        Registrable



                                     - 3 -
<PAGE>

        Securities, by delivering a written request therefor to the Company
        specifying the Registrable Securities to be included in such
        registration by such Holder(s) and the intended method of distribution
        thereof. Any such request pursuant to this Section 2.2(a) is referred to
        herein as the "Demand Registration Request" and the registration so
        requested is referred to herein as the "Demand Registration".

                        (b)     Registration. The Company shall, as
        expeditiously as possible following the Demand Registration Request, use
        commercially reasonable efforts to effect such registration under the
        Securities Act (including, without limitation, by means of a shelf
        registration pursuant to Rule 415 under the Securities Act if so
        requested and if the Company is then eligible to use such a
        registration) of the Registrable Securities which the Company has been
        so requested to register, for distribution in accordance with such
        intended method of distribution.

                        (c)     Limitations on Requested Registration. The
        rights of Holders to request the Demand Registration pursuant to Section
        2.2(a) are subject to the following limitations: (i) in no event shall
        the Holders be entitled to more than one Demand Registration Request,
        (ii) if the request is made prior to June 20, 2003 and the Board of
        Directors of the Company makes a reasonable good faith determination
        that the payment of the legal and accounting fees and other pertinent
        expenses incident to the filing and prosecution of the registration
        statement would have a material adverse effect on the financial
        condition of the Company, the Company shall not be required to comply
        with the Demand Registration Request, or (iii) if any of the Holders
        have participated in a Demand Registration or a Form S-3 Registration in
        the twelve-month period preceding the request. Provided, however, that
        the Company shall be required to comply with the Demand Registration
        Request if the Purchaser agrees to pay such expenses.

                        (d)     Company Registration. During the period starting
        with the date of filing of, and ending on a date 180 days after the
        effective date of, a registration subject to Section 2.1 hereof, the
        Company shall not be obligated to effect, or take any action to effect,
        any registration pursuant to this Section 2.2; provided that the Company
        is actively employing good faith and commercially reasonable efforts to
        cause such registration statement to become effective. In the event that
        the Company determines not to pursue a registration or to withdraw a
        registration that has been filed, notice of such action will be provided
        promptly by the Company to the Holders.

                        (e)     Underwriting Requirements. If the Holders intend
        to distribute the Registrable Securities by means of an underwriting,
        they shall so advise the Company as a part of their request made
        pursuant to Section 2.2(a). The underwriter will be selected by the
        Company and shall be reasonably acceptable to the Holders. In such
        event, the right of the Holder to include its Registrable Securities in
        such registration shall be conditioned upon the Holder's participation
        in such underwriting and the inclusion of such Holder's Registrable
        Securities in the underwriting to the extent provided herein. All
        Holders proposing to distribute their Common Stock through such
        underwriting shall (together with the Company as provided in Section 3)
        enter into an underwriting agreement in customary form with the
        underwriter or underwriters selected for such



                                     - 4 -
<PAGE>

        underwriting. Notwithstanding any other provisions of this Section 2.2,
        if the underwriter advises the Holders in writing that marketing factors
        require a limitation of the number of shares to be underwritten, then
        the number of shares of Registrable Securities and other securities that
        may be included in the underwriting shall be allocated among all Holders
        and other Persons whose Common Stock of the Company the Company has
        agreed may be included in the offering (collectively, the "Selling
        Shareholders") in proportion (as nearly practicable) to the amount of
        Common Stock of the Company owned by the Holders and the other Selling
        Shareholders. In the event that notice is received from the underwriter
        that the number of shares to be underwritten should be limited, and the
        number of shares of Registrable Securities included in the offering is
        less than a majority of the Registrable Securities, then the offering
        shall not be deemed to be the Demand Registration Request.

                2.3     Registration Procedures. If and whenever the Company is
required by the provisions of this Agreement to use commercially reasonable
efforts to effect or cause the registration of any Registrable Securities under
the Securities Act as provided in this Agreement, the Company shall, as
expeditiously as possible:

                        (a)     prepare and file with the SEC a registration
        statement on an appropriate registration form of the SEC for the
        disposition of such Registrable Securities in accordance with the
        intended method of disposition thereof, which form (i) shall be selected
        by the Company and (ii) shall, in the case of a shelf registration, be
        available for the sale of the Registrable Securities by the Holders and
        such registration statement shall comply as to form in all material
        respects with the requirements of the applicable form and include all
        financial statements required by the SEC to be filed therewith, and the
        Company shall use its best efforts to cause such registration statement
        to become effective (provided, however, that before filing a
        registration statement or prospectus or any amendments or supplements
        thereto, or comparable statements under securities or blue sky laws of
        any jurisdiction, the Company will furnish to one counsel for the
        Holders participating in the planned offering and the underwriters, if
        any, copies of all such documents proposed to be filed (including all
        exhibits thereto), which documents will be subject to the reasonable
        review and reasonable comment of such counsel, and the Company shall not
        file any registration statement or amendment thereto or any prospectus
        or supplement thereto to which the underwriters, if any, shall
        reasonably object in writing);

                        (b)     prepare and file with the SEC such amendments
        and supplements to such registration statement and the prospectus used
        in connection therewith as may be necessary to keep such registration
        statement effective for such period (which shall not be required to
        exceed 180 days in the case of a Demand Registration and shall not
        exceed 90 days for all other registrations unless mutually agreed to in
        writing by the parties) as any seller of Registrable Securities pursuant
        to such registration statement shall request and to comply with the
        provisions of the Securities Act with respect to the sale or other
        disposition of all Registrable Securities covered by such registration
        statement in accordance with the intended methods of disposition by the
        seller or sellers thereof set forth in such registration statement;

                                     - 5 -
<PAGE>

                        (c)     furnish, without charge, to each seller of such
        Registrable Securities and each underwriter, if any, of the securities
        covered by such registration statement such number of copies of such
        registration statement, each amendment and supplement thereto (in each
        case including all exhibits), and the prospectus included in such
        registration statement (including each preliminary prospectus) in
        conformity with the requirements of the Securities Act, and other
        documents, as such seller and underwriter may reasonably request in
        order to facilitate the public sale or other disposition of the
        Registrable Securities owned by such seller (the Company hereby
        consenting to the use in accordance with applicable law of each such
        registration statement (or amendment or post-effective amendment
        thereto) and each such prospectus (or preliminary prospectus or
        supplement thereto) by each such seller of Registrable Securities and
        the underwriters, if any, in connection with the offering and sale of
        the Registrable Securities covered by such registration statement or
        prospectus);

                        (d)     use its best efforts to register or qualify the
        Registrable Securities covered by such registration statement under such
        other securities or "blue sky" laws of such jurisdictions as any sellers
        of Registrable Securities or any managing underwriter, if any, shall
        reasonably request in writing, and do any and all other acts and things
        which may be reasonably necessary or advisable to enable such sellers or
        underwriter, if any, to consummate the disposition of the Registrable
        Securities in such jurisdictions, except that in no event shall the
        Company be required to qualify to do business as a foreign corporation
        in any jurisdiction where it would not, but for the requirements of this
        paragraph (d), be required to be so qualified, to subject itself to
        taxation in any such jurisdiction or to consent to general service of
        process in any such jurisdiction;

                        (e)     promptly notify each Holder selling Registrable
        Securities covered by such registration statement and each managing
        underwriter, if any: (i) when the registration statement, any
        pre-effective amendment, the prospectus or any prospectus supplement
        related thereto or post-effective amendment to the registration
        statement has been filed and, with respect to the registration statement
        or any post-effective amendment, when the same has become effective;
        (ii) of any request by the SEC or state securities authority for
        amendments or supplements to the registration statement or the
        prospectus related thereto or for additional information; (iii) of the
        issuance by the SEC of any stop order suspending the effectiveness of
        the registration statement or the initiation of any proceedings for that
        purpose; (iv) of the receipt by the Company of any notification with
        respect to the suspension of the qualification of any Registrable
        Securities for sale under the securities or blue sky laws of any
        jurisdiction or the initiation of any proceeding for such purpose; (v)
        of the existence of any fact of which the Company becomes aware which
        results in the registration statement, the prospectus related thereto or
        any document incorporated therein by reference containing an untrue
        statement of a material fact or omitting to state a material fact
        required to be stated therein or necessary to make any statement therein
        not misleading; and (vi) if at any time the representations and
        warranties contemplated by Section 3 below cease to be true and correct
        in all material respects, and, if the notification relates to an event
        described in clause (v), the Company shall promptly prepare and furnish
        to each such seller and each underwriter, if any, a reasonable number of
        copies of a prospectus supplemented or amended so that, as

                                     - 6 -
<PAGE>

        thereafter delivered to the purchasers of such Registrable Securities,
        such prospectus shall not include an untrue statement of a material fact
        or omit to state a material fact required to be stated therein or
        necessary to make the statements therein in the light of the
        circumstances under which they were made not misleading;

                        (f)     enter into such customary agreements (including,
        if applicable, an underwriting agreement) and take such other actions as
        the Holders participating in such offering shall reasonably request in
        order to expedite or facilitate the disposition of such Registrable
        Securities. The Holders of the Registrable Securities which are to be
        distributed by such underwriters shall be parties to such underwriting
        agreement and may, at their option, require that the Company make to and
        for the benefit of such Holders the representations, warranties and
        covenants of the Company which are being made to and for the benefit of
        such underwriters and which are of the type customarily provided in
        secondary offerings;

                        (g)     if an opinion from the Company's counsel is
        delivered to any underwriters in the offering, the Company shall furnish
        to the Holders of Registrable Securities participating in the offering,
        a copy of such opinion and letter addressed to such Holders;

                        (h)     delivery promptly to the Holders of Registrable
        Securities participating in the offering and each underwriter, if any,
        copies of all correspondence between the Commission and the Company, its
        counsel or auditors and any memoranda relating to discussions with the
        Commission or its staff with respect to the registration statement,
        other than those portions of any such memoranda which contain
        information subject to attorney-client privilege with respect to the
        Company, and, upon receipt of such confidentiality agreements as the
        Company may reasonably request, make reasonably available for inspection
        by any seller of such Registrable Securities covered by such
        registration statement, by any underwriter, if any, participating in any
        disposition to be effected pursuant to such registration statement and
        by any attorney, accountant or other agent retained by any such seller
        or any such underwriter, all pertinent financial and other records,
        pertinent corporate documents and properties of the Company, and cause
        all of the Company's officers, directors and employees to supply all
        information reasonably requested by any such seller, underwriter,
        attorney, accountant or agent in connection with such registration
        statement provided the recipient of such information seeks such
        information in good faith and for a proper purpose;

                        (i)     make reasonably available its employees and
        personnel and otherwise provide reasonable assistance to the
        underwriters (taking into account the needs to the Company's businesses
        and the requirements of the marketing process) in the marketing of
        Registrable Securities in any underwritten offering;

                        (j)     cooperate with the Holders of Registrable
        Securities and the managing underwriters, if any, to facilitate the
        timely preparation and delivery of certificates not bearing any
        restrictive legends representing the Registrable Securities to be sold,
        and cause such Registrable Securities to be issued in such denominations
        and

                                     - 7 -
<PAGE>

        registered in such names in accordance with the underwriting agreement
        prior to any sale of Registrable Securities to the underwriters or, if
        not an underwritten offering, in accordance with the instructions of the
        selling holders of the Registrable Securities at least three business
        days prior to any sale of Registrable Securities; and

                        (k)     take all such other commercially reasonable
        actions as are necessary or advisable in order to expedite or facilitate
        the disposition of such Registrable Securities.

                2.4     Form S-3 Registration. At any time between September 30,
2003 and June 30, 2006, in case the Company shall receive from one or more
Holders holding at least a majority of the Registrable Securities then
outstanding a written request that the Company effect a registration on Form S-3
and any related qualification or compliance with respect to all or part of the
Registrable Securities owned by such Holder or Holders, the Company will:

                        (a)     promptly give written notice of the proposed
        registration, and any related qualification or compliance, to all other
        Holders of Registrable Securities; and

                        (b)     as soon as practicable, effect such registration
        and all such qualifications and compliances made as to permit or
        facilitate the sale and distribution of all or such portion of such
        Holder's or Holders' Registrable Securities as are specified in such
        request, together will all such portion of the Registrable Securities of
        any other Holder or Holders joining in such request as are specified in
        a written request given within 15 days after receipt of such written
        notice from the Company; provided, however, that the Company shall not
        be obligated to effect any such registration, qualification or
        compliance pursuant to this Section 2.4:

                        (i)     if Form S-3 is not available for such offering
                by the Holders, or

                        (ii)    if the Holders together with the holders of any
                other securities of the Company entitled to inclusion in such
                registration, propose to sell Registrable Securities and such
                other securities (if any) at an aggregate price to the public of
                less than $500,000.

                        (iii)   if any of the Holders have participated in a
                Demand Registration, a Form S-3 Registration or a Piggyback
                Registration within the twelve-month period preceding the
                request.

                2.5     Registration Expenses.

                        (a)     "Expenses" shall mean any and all fees and
        expenses incident to the Company's performance of or compliance with
        this Article 2, including, without limitation: (i) SEC, stock exchange
        or NASD registration, listing and filing fees and all listing fees and
        fees with respect to the including of securities in NASDAQ, (ii) fees
        and expenses of compliance with state securities or "blue sky" laws and
        in connection with the preparation of a "blue sky" survey, including
        without limitation, reasonable fees and expenses of blue sky counsel,
        (iii) printing and copying expenses, (iv) messenger and

                                     - 8 -
<PAGE>

        delivery expenses, (v) fees and disbursements of counsel for the
        Company, (vi) fees and disbursements of all independent public
        accountants (including the expenses of any audit and/or "cold comfort"
        letter) and fees and expenses of other persons, including special
        experts, retained by the Company, and (vii) any other fees and
        disbursements of underwriters, if any, customarily paid by issuers or
        sellers of securities (collectively, "Expenses").

                        (b)     The Company shall pay all Expenses with respect
        to any Demand Registration, whether or not it becomes effective or
        remains effective for the period contemplated by Section 2.3(b), and
        with respect to any registration effected under Section 2.1 or Section
        2.4.

                        (c)     Notwithstanding the foregoing, (x) the
        provisions of this Section 2.5 shall be deemed amended to the extent
        necessary to cause these expense provisions to comply with "blue sky"
        laws of each state in which the offering is made and (y) in connection
        with any registration hereunder, each Holder of Registrable Securities
        being registered shall pay all underwriting discounts and commissions
        and any transfer taxes, if any, attributable to the sale of such
        Registrable Securities, pro rata with respect to payments of discounts
        and commissions in accordance with the number of shares sold in the
        offering by such Holder, and (z) the Company shall, in the case of all
        registrations under this Article 2, be responsible for all its internal
        expenses (including, without limitation, all salaries and expenses of
        its officers and employees performing legal or accounting duties).

                2.6     Furnish Information. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of any Holder that such Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities.

                2.7     Indemnification.

                        (a)     In the event of any registration of any
        securities of the Company under the Securities Act pursuant to this
        Article 2, the Company will, and hereby does, indemnify and hold
        harmless, to the fullest extent permitted by law, each Holder of
        Registrable Securities, its directors, officers and representatives, and
        each other person, if any, who controls such Holder within the meaning
        of the Securities Act, against any and all losses, claims, damages or
        liabilities, joint or several, actions or proceedings (whether commenced
        or threatened) in respect thereof ("Claims") and expenses (including
        reasonable fees of counsel and any amounts paid in any settlement
        effected with the Company's consent, which consent shall not be
        unreasonably withheld or delayed) to which each such indemnified party
        may become subject under the Securities Act or otherwise, insofar as
        such Claims or expenses arise out of or are based upon (i) any untrue
        statement or alleged untrue statement of a material fact contained in
        any registration statement under which such securities were registered
        under the Securities



                                     - 9 -
<PAGE>

        Act, together with the documents incorporated by reference therein, or
        the omission or alleged omission to state therein a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading, or (ii) any untrue statement or alleged untrue
        statement of a material fact contained in any preliminary, final or
        summary prospectus or any amendment or supplement thereto, together with
        the documents incorporated by reference therein, or the omission or
        alleged omission to state therein a material fact required to be stated
        therein or necessary in order to make the statements therein, in the
        light of the circumstances under which they were made, not misleading;
        provided, however, that the Company shall not be liable to any such
        indemnified party in any such case to the extent such Claim or expense
        arises out of or is based upon any untrue statement or alleged untrue
        statement of a material fact or omission or alleged omission of a
        material fact in such registration statement or amendment thereof or
        supplement thereto or in any such prospectus or any preliminary, final
        or summary prospectus in reliance upon and in conformity with written
        information furnished to the Company by or on behalf of such indemnified
        party specifically for use therein. Such indemnity and reimbursement of
        expenses shall remain in full force and effect regardless of any
        investigation made by or on behalf of such indemnified party and shall
        survive the transfer of such securities by such seller.

                        (b)     In the event of any registration of any
        securities of the Company under the Securities Act pursuant to this
        Article 2, the Holders of Registrable Securities will, and hereby
        indemnify and hold harmless, to the fullest extent permitted by law, the
        Company, its shareholders, directors, officers, agents and
        representatives, and each other person, if any, who controls the Company
        within the meaning of the Securities Act, against any and all losses,
        claims, damages or liabilities, joint or several, actions or proceedings
        (whether commenced or threatened) in respect thereof ("Claims") and
        expenses (including reasonable fees of counsel and any amounts paid in
        any settlement effected with the Holders' consent, which consent shall
        not be unreasonably withheld or delayed) to which each such indemnified
        party may become subject under the Securities Act or otherwise, insofar
        as such Claims or expenses arise out of or are based upon (i) any untrue
        statement or alleged untrue statement of a material fact contained in
        any registration statement under which such securities were registered
        under the Securities Act, together with the documents incorporated by
        reference therein, or the omission or alleged omission to state therein
        a material fact required to be stated therein or necessary to make the
        statements therein not misleading, or (ii) any untrue statement or
        alleged untrue statement of a material fact contained in any
        preliminary, final or summary prospectus or any amendment or supplement
        thereto, together with the documents incorporated by reference therein,
        or the omission or alleged omission to state therein a material fact
        required to be stated therein or necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading; provided, however, that the Holders shall not
        be liable to any such indemnified party in any such case to the extent
        such Claim or expense arises out of or is based upon any untrue
        statement or alleged untrue statement of a material fact or omission or
        alleged omission of a material fact in such registration statement or
        amendment thereof or supplement thereto or in any such prospectus or any
        preliminary, final or summary



                                     - 10 -
<PAGE>

        prospectus unless it is contained in the written information furnished
        to the Company by or on behalf of such Holder specifically for use
        therein; provided, further, that the obligation to indemnify will be
        individual to each Holder and will be limited to the amount of proceeds
        received by such Holder from the sale of Registrable Securities pursuant
        to such registration statement.. Such indemnity and reimbursement of
        expenses shall remain in full force and effect regardless of any
        investigation made by or on behalf of such indemnified party and shall
        survive the transfer of such securities by such seller.

                        (c)     Any person entitled to indemnification under
        this Agreement shall notify promptly the indemnifying party in writing
        of the commencement of any action or proceeding with respect to which a
        claim for indemnification may be made pursuant to this Section 2.7, but
        the failure of any indemnified party to provide such notice shall not
        relieve the indemnifying party of its obligations under the preceding
        paragraphs of this Section 2.7, except to the extent the indemnifying
        party is materially prejudiced thereby and shall not relieve the
        indemnifying party from any liability which it may have to any
        indemnified party otherwise than under this Section 2. In case any
        action or proceeding is brought against an indemnified party and it
        shall notify the indemnifying party of the commencement thereof, the
        indemnifying party shall be entitled to participate therein and, unless
        in the reasonable opinion of outside counsel to the indemnified party a
        conflict of interest between such indemnified and indemnifying parties
        may exist in respect of such claim, to assume the defense thereof
        jointly with any other indemnifying party similarly noticed, to the
        extent that it chooses, with counsel reasonably satisfactory to such
        indemnified party, and after notice from the indemnifying party to such
        indemnified party that it so chooses, the indemnifying party shall not
        be liable to such indemnified party for any legal or other expenses
        subsequently incurred by such indemnified party in connection with the
        defense thereof other than reasonable costs of investigation; provided,
        however, that (i) if the indemnifying party fails to take reasonable
        steps necessary to defend diligently the action or proceeding within 20
        days after receiving notice from such indemnified party that the
        indemnified party believes it has failed to do so; or (ii) if such
        indemnified party who is a defendant in any action or proceeding which
        is also brought against the indemnifying party reasonably shall have
        concluded that there may be one or more legal defenses available to such
        indemnified party which are not available to the indemnifying party; or
        (iii) if representation of both parties by the same counsel is otherwise
        inappropriate under applicable standards of professional conduct, then,
        in any such case, the indemnified party shall have the right to assume
        or continue its own defense as set forth above, and the indemnifying
        party shall be liable for any expenses therefor. No indemnifying party
        shall, without the written consent of the indemnified party, effect the
        settlement or compromise of, or consent to the entry of any judgment
        with respect to, any pending or threatened action or claim in respect of
        which indemnification or contribution may be sought hereunder (whether
        or not the indemnified party is an actual or potential party to such
        action or claim) unless such settlement, compromise or judgment (A)
        includes an unconditional release of the indemnified party from all
        liability arising out of such action or claim and (B) does not include a
        statement as to or an admission of fault, culpability or a failure to
        act, by or on behalf of any indemnified party.


                                     - 11 -
<PAGE>

                        (d)     If for any reason the foregoing indemnity is
        unavailable or is insufficient to hold harmless an indemnified party
        under Section 2.7 or each indemnifying party shall contribute to the
        amount paid or payable by such indemnified party as a result of any
        Claim in such proportion as is appropriate to reflect the relative fault
        of the indemnifying party, on the one hand, and the indemnified party,
        on the other hand, with respect to such offering of securities. The
        relative fault shall be determined by reference to, among other things,
        whether the untrue or alleged untrue statement of a material fact or the
        omission or alleged omission to state a material fact relates to
        information supplied by the indemnifying party or the indemnified party
        and the parties' relative intent, knowledge, access to information and
        opportunity to correct or prevent such untrue statement or omission. If,
        however, the allocation provided in the second preceding sentence is not
        permitted by applicable law, then each indemnifying party shall
        contribute to the amount paid or payable by such indemnified party in
        such proportion as is appropriate to reflect not only such relative
        faults but also the relative benefits of the indemnifying party and the
        indemnified party as well as any other relevant equitable
        considerations. The parties hereto agree that it would not be just and
        equitable if contributions pursuant to this Section 2.7(d) were to be
        determined by pro rata allocation or by any other method of allocation
        which does not take into account the equitable considerations referred
        to in the preceding sentences of this Section 2.7(d). The amount paid or
        payable in respect of any Claim shall be deemed to include any legal or
        other expenses reasonably incurred by such indemnified party in
        connection with investigating or defending any such Claim. No person
        guilty of fraudulent misrepresentation (within the meaning of Section
        11(t) of the Securities Act) shall be entitled to contribution from any
        person who was not guilty of such fraudulent misrepresentation.



                                     - 12 -
<PAGE>


        2.8     Underwritten Offerings. If requested by the underwriters for any
underwritten offering by the Holders of Registrable Securities pursuant to a
registration requested under Section 2, the Company shall enter into a customary
underwriting agreement with the underwriters. Such underwriting agreement shall
be reasonably satisfactory in form and substance to the Holders and shall
contain such representations and warranties by, and such other agreements on the
part of, the Company and such other terms as are generally included in the
underwriting agreement of such underwriters, including, without limitations,
indemnities and contribution agreements.

3.      Rule 144 Reporting. With a view of making available to the Holders the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees to use its best efforts to:

                        (a)     Make a keep public information available, as
        those terms are understood and defined in SEC Rule 144 or any successor
        rule promulgated under the Securities Act, at all times after the
        effective date of the first registration filed by the Company for an
        offering of its securities to the general public;

                        (b)     File with the SEC, in a timely manner, all
        reports and other documents required of the Company under the Exchange
        Act; and

                        (c)     So long as Holder owns any Registrable
        Securities, furnish to such Holder forthwith upon request a written
        statement by the Company as to its compliance with the reporting
        requirements of Rule 144 and of the Exchange Act at any time after it
        has become subject to such reporting requirements.

4.      Covenants of the Company. The Company covenants as follows:

        4.1     Board of Directors. The Company shall use its best efforts to
have the Board hold a minimum of three meetings per year. During the period from
the date thereof through June 30, 2003, so long as Purchaser owns a minimum of
250,000 Shares, the Company shall use its best efforts to insure that the
Purchaser shall be entitled to appoint one director to the Board. Unless
instructed otherwise by the Purchaser, the person so entitled to be appointed to
the Board shall be Gregory Pusey.

        4.2     Committees. The Company shall establish and maintain a
Compensation and Audit Committee, each of which shall have no more than three
members. Until at least June 20, 2003, Greg Pusey shall serve as a member of the
Compensation Committee.

        4.3     Expenses of Directors. The Company shall promptly reimburse, in
full, the director of the Company who has been designated by the Purchaser for
all of such director's reasonable out-of-pocket expenses incurred in attending
each meeting of the Board or any Committee thereof and any other reasonable
expenses incurred by such director while acting on the Company's behalf at the
request of the Company.

        4.4     Non-Disclosure and Invention Agreements. The Company shall
require all officers, employees, consultants and advisors now or hereafter
employed or engaged by the



                                     - 13 -
<PAGE>

Company who have or shall have access to proprietary information relating to the
Company to enter into nondisclosure and development agreements in form and
substance satisfactory to the Company's Board.

        4.5     Insurance. The Company shall at all times maintain in full force
and effect from a financially sound and reputable insurer a director's and
officer's liability insurance policy in the amount of not less $1 million
covering any representative of the Purchaser who is a director of the Company.

        4.6     Size of the Board of Directors. From the date hereof to December
20, 2002, the size of the Company's Board shall not be increased to more than
five members without the Purchaser's approval.

        4.7     Stock Options. From the date hereof until December 20, 2002, the
Company shall restrict stock option or stock award grants to its employees and
consultants to a limit of 900,000 shares at an exercise price of $1.00 or
greater (exclusive of directors) and will not increase the limit without the
Purchaser's approval. It is understood that the Company has recently granted
options purchase up to 200,000 shares of Common Stock at $1.00 per share to its
directors and prior to December 20, 2002, which shall not reduce the 900,000
available options or awards.

5.      General.


        5.1     Amendments and Waivers. This Agreement may be amended, modified,
supplemented or waived only upon the written agreement of the party against whom
enforcement of such amendment, modification, supplement or waiver is sought.

        5.2     Notices. All notices, elections, request, demands or other
communications hereunder shall be in writing and shall be deemed given at the
time delivered personally or by fax or upon receipt if deposited in the United
States mail, certified or registered, return receipt requested, postage prepaid
addressed to the parties as follows (or to such other person or place, written
notice of which any party hereto shall have given to the other):

               (a)  If to the Purchaser:   Cambridge Holdings, Ltd.
                                           106 S. University Boulevard #14
                                           Denver, Colorado  80209
                                           Attention:  Gregory Pusey, President
                                           Telephone:  (303) 722-4008
                                           Facsimile:  (303) 722-4011

                    With a Copy to:        Patton Boggs LLP
                                           1660 Lincoln Street, Suite 1900
                                           Denver, Colorado  80264
                                           Attention:  Robert M. Bearman, Esq.
                                           Telephone:  (303) 894-6169
                                           Facsimile:  (303) 894-9239

                                     - 14 -
<PAGE>

               (b)  If to Company:         AspenBio, Inc.
                                           8100 Southpark Way, Building B-1
                                           Littleton, Colorado  80120
                                           Attention:  Roger Hurst, President
                                           Telephone:  (303) 794-2000
                                           Facsimile:  (303) 798-8332

                    With a Copy to:        Krendl Krendl Sachnoff & Way PC
                                           370 17th Street, Suite 5350
                                           Denver, Colorado  80202
                                           Telephone:  (303) 629-2600
                                           Facsimile :  (303) 629-2606
                                           Attention:  Cathy S. Krendl, Esq.

5.3     Miscellaneous.

                (a)     This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and the respective
successors, personal representatives and assigns. No Person other than a Holder
shall be entitled to any benefits under this Agreement, except as otherwise
expressly provided herein.

                (b)     This Agreement as well as the Securities Purchase
Agreement (and the Related Agreements referred to therein) between the parties
of even date (with the documents referred to herein or delivered pursuant
hereto) embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements and understanding relating to the
subject matter hereof.

                (c)     This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Colorado without giving
effect to the conflicts of law principles thereof.

                (d)     The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. All
section references are to this Agreement unless otherwise expressly provided.

                (e)     This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

                (f)     Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.


                                     - 15 -
<PAGE>

                (g)     The parties hereto acknowledge that there would be no
adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to
injunctive relief, including specific performance, to enforce such obligations
without the posting of any bond, and, if any action should be brought in equity
to enforce any of the provisions of this Agreement, none of the parties hereto
shall raise the defense that there is an adequate remedy at law.

                (h)     Each party hereto shall do and perform or cause to be
done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments, and documents as
any other party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

                            [SIGNATURE PAGE FOLLOWS]



                                     - 16 -
<PAGE>


               IN WITNESS WHEREOF, the undersigned have executed this Inventory
Rights Agreement as of the date set forth above.


                             ASPENBIO, INC.

                             By:
                                    --------------------------------------
                             Name:
                                    --------------------------------------
                             Title:
                                    --------------------------------------


                             CAMBRIDGE HOLDINGS, LTD.

                             By:
                                    -------------------------------------------
                             Name:
                                  ---------------------------------------------
                             Title:
                                   --------------------------------------------



                                     - 17 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4(A)
<SEQUENCE>11
<FILENAME>d95933ex10-4a.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.4(a)

                              CONSULTING AGREEMENT

        This Consulting Agreement (the "Agreement") is entered into effective as
of December 28, 2001, by and between AspenBio, Inc., a Colorado corporation (the
"Company") and Cambridge Holdings, Ltd., a Colorado corporation ("Consultant").

        RECITALS. The Company and Consultant have entered into that certain
Securities Purchase Agreement of even date hereof (the "Purchase Agreement").
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings given such terms in the Purchase Agreement. The Company is desirous of
considering joint venture and other strategic arrangements and of becoming a
reporting company under the provisions of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Company would like to
file a registration statement with the SEC as soon as possible, to register for
resale shares held by certain of the Company's shareholders and to distribute to
the Consultant's shareholders the Company's shares acquired by the Consultant
pursuant to the Purchase Agreement. The parties hereto desire that Consultant
act as a consultant for the Company and provide advice and counsel to the
Company pursuant to the terms and conditions hereof. In consideration of these
recitals which are hereby incorporated herein, of the mutual covenants herein
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:

        1. CONSULTING PERIOD. The term of Consultant's engagement under this
Agreement shall begin on the date hereof and shall continue until September 30,
2002, unless (i) the Company earlier becomes a reporting company under the
provisions of Exchange Act at which point this Agreement shall terminate; or
(ii) this Agreement is sooner terminated in accordance with the terms hereof or
by the mutual agreement of the parties hereto (the "Consulting Period").

        2. COMPENSATION.

                (a)     As the sole consideration for the services to be
provided hereunder, the Company agrees to deliver to Consultant or to
Consultant's designees as set forth on Schedule 2(a) to this Agreement, the
Warrants described in the Purchase Agreement.

                (b)     The Company shall reimburse Consultant solely for the
reasonable and necessary legal expenses and fees incurred by the Consultant in
the performance of Consultant's duties under Section 4(a) herein up to a maximum
of $100,000.

        3. TERMINATION. The Company may terminate the Consulting Period and this
Agreement at any time upon five (5) days prior written notice to Consultant for
any of the following reasons: (a) the failure of the Company to become a
reporting company under the provisions of the Exchange Act by September 30,
2002; (b) Consultant's willful failure or refusal to perform adequately the
duties as required by this Agreement after notice and an opportunity to cure;
(c) Consultant's appropriation (or attempted appropriation) of a business
opportunity of the Company; (d) any actions undertaken in competition with, or
for the purpose of aiding a competitor of the Company; or (e) any other material
breach of any material covenant of this Agreement by Consultant. In the event
that the Company fails to become a reporting company under the provisions of the
Exchange Act by September 30, 2002, the Consultant shall automatically forfeit
the 330,000 Warrants. In the event of termination by the Consultant or by the
Company for any reason other than the failure of the Company to become a
reporting company under the provisions of the Exchange Act by September 30,
2002, in the absence of a material breach by the Company, the Consultant shall
forfeit 330,000 Warrants delivered by the Company to the Consultant

<PAGE>

pursuant to the Purchase Agreement. In the event of termination, the sole remedy
of the Company for breach of this Agreement shall be the Consultant's forfeiture
of the 330,000 Warrants.

        4. DUTIES. Consultant shall report to the President of the Company.
During the Consulting Period, Consultant shall:

                (a)     use its best efforts to assist the Company in the
Company's efforts to become a reporting company under the provisions of the
Exchange Act by September 30, 2002;

                (b)     introduce and promote the Company to potential joint
venture and strategic alliance partners; and

                (c)     assist Company with introductions and presentations to
brokerage firms and prospective market makers.

        5. INDEPENDENT CONTRACTOR. Consultant acknowledges that Consultant is an
independent contractor and not an employee of the Company. The Consultant shall
be responsible for the payment of any taxes, including, without limitation,
federal, state, and local personal and business income taxes, sales and use
taxes, other business taxes and licenses fees arising out if its activities.
Consultant is not in any way responsible for the operation or management of the
Company or any of its affiliates.

        6. COOPERATION. The Company agrees to use its reasonable best efforts to
ensure that all of the Company's employees cooperate with Consultant to enable
Consultant to perform its duties hereunder.

        7. CONFIDENTIALITY. As a condition precedent to this Agreement,
Consultant acknowledges that it will execute and be bound by the terms of that
certain Confidentiality Agreement set forth as Exhibit G to the Purchase
Agreement.

        8. NONCOMPETITION COVENANT Consultant agrees that Consultant will not,
during the Consulting Period, and for a period of one (1) year after the
termination of such Consulting Period, regardless of the reason for termination,
in the United States of America (the "Restricted Area"), directly or indirectly,
engage in any business that is similar to or competitive with the business of
the Company, as now conducted or as conducted at any time during the Consulting
Period. Competition within the Restricted Area will include working within the
Restricted Area and making any offer or sale of any product competitive with
products offered by the Company to any customer located within the Restricted
Area, even though the business of producing, processing, shipping, or marketing
such products may be located outside the Restricted Area. For purposes of this
Agreement, direct or indirect competition will include but not be limited to
competition as a sole proprietor, partner, corporate officer, director, manager,
member, shareholder, employee, consultant, agent, independent contractor,
trustee, guarantor, advisor, lender, or in any other capacity whatsoever
pursuant to which Consultant holds any beneficial interest in a competitor,
derives any income or other benefit from a competitor, or provides any service,
advice, support (financial or otherwise), or assistance of any type whatsoever
to a competitor.

        9. MISCELLANEOUS.

                a. AMENDMENT. This Agreement may not be amended or modified
except by an instrument in writing signed by and on behalf of both of the
parties hereto.

                b. ATTORNEYS' FEES. If any party shall commence any action or
proceeding against another that arises out of the provisions hereof or to
recover damages as the result of the alleged breach of any of the provisions
hereof, the prevailing party therein shall be entitled to recover from the


                                      -2-
<PAGE>

nonprevailing party (and the court shall award to the prevailing party) all
reasonable costs incurred in connection therewith, including reasonable
attorneys' fees.

                c. EQUITABLE RELIEF. Consultant acknowledges that Consultant
and/or its affiliates will be irreparably harmed by any breach of Section 8,
that monetary damages would be inadequate and that Consultant and/or its
affiliates shall have the right to have an injunction or other equitable
remedies imposed in relief of, or to prevent or restrain, such breach. The
Consultant agrees that Consultant and/or its affiliates shall also be entitled
to any and all other relief available under law or equity for such breach.

                d. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which when affixed
together shall constitute but one and the same instrument. Signatures exchanged
by facsimile shall be deemed original signatures for all purposes.

                e. GOVERNING LAW; VENUE. This Agreement shall be construed,
enforced, and interpreted in accordance with the laws of the state of Colorado
(without regard to its conflicts of laws doctrines). In the event of any dispute
arising out of this Agreement, the parties hereto consent to the exclusive
jurisdiction of any court of competent jurisdiction in the Denver, Colorado
metropolitan area, and submit to the jurisdiction of such court regardless of
their residence.

                f. SEVERABILITY. In the event that any provision of this
Agreement is held to be invalid, illegal, prohibited or unenforceable by any
court or other authority of competent jurisdiction, such provision shall be
ineffective only to the extent of such prohibition, illegality, or invalidity,
without invalidating or affecting in any manner the remainder of such provision
or the remaining terms or provisions of this Agreement.

                g. SUCCESSORS AND ASSIGNS. This Agreement is binding upon and
shall inure to the benefit of the parties hereto and their respective
successors, heirs, legal representatives, and permitted assigns. The duties,
covenants and services to be provided by Consultant hereunder are personal in
nature and shall be provided exclusively by Consultant, without assignment or
delegation. The Company may not assign this Agreement without the prior written
consent of Consultant.


                           [SIGNATURE PAGE TO FOLLOW]



                                      -3-
<PAGE>



        IN WITNESS WHEREOF, the parties have duly executed this Agreement
effective as of the day and year first above written.

CONSULTANT:                                 COMPANY:

CAMBRIDGE HOLDINGS, LTD.,                   ASPENBIO, INC.,
a Colorado corporation                      a Colorado corporation


By:                                         By:
   ---------------------------------           ---------------------------------
        Greg Pusey, President                       Roger Hurst, President



                                      -4-
<PAGE>



                                  SCHEDULE 2(a)

                               PERMITTED DESIGNEES

Greg Pusey
Tom Weinberger
Jeff McGonegal
John Altshuler
Scott Menefee
Robert Bearman






                                      -5-







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4(B)
<SEQUENCE>12
<FILENAME>d95933ex10-4b.txt
<DESCRIPTION>LETTER CONFIRMING TERMINATION OF CONSULTING AGRMT.
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.4(b)

                              [AspenBio Letterhead]

                                 March __, 2002



Gregory Pusey
President
Cambridge Holdings, Ltd.
106 S. University Blvd. Unit 14
Denver, CO  80209

Re:     Consulting Agreement by and between AspenBio, Inc. (the "Company") and
        Cambridge Holdings, Ltd. dated December 28, 2001 (the "Consulting
        Agreement")


Dear Greg:

        Section 1 of the Consulting Agreement provides that the Consulting
Agreement may be terminated by the mutual agreement of the parties. Because the
Company considers all of the terms of the Consulting Agreement to have been
fulfilled to its satisfaction, the Company proposes that the Consulting
Agreement hereby terminate effective as of the date indicated below. In
addition, the Company proposes that the risk of forfeiture provided for in
Section 3 of the Consulting Agreement shall be lifted as of the same date.

        Please indicate your acceptance of the proposals in this letter by
signing in space provided below.

                                            Very truly yours,

                                            ASPENBIO, INC.


                                            Roger Hurst
                                            President


AGREED AND ACCEPTED EFFECTIVE THIS __ DAY OF MARCH, 2002:


-------------------------
Gregory Pusey
President
Cambridge Holdings, Ltd.






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>13
<FILENAME>d95933ex10-5.txt
<DESCRIPTION>SHAREHOLDERS AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                             SHAREHOLDERS AGREEMENT


THIS SHAREHOLDERS AGREEMENT (the "Agreement") is entered into this 28th day of
December, 2001 by and among AspenBio, Inc., a Colorado corporation (the
"Company"), Roger Hurst, an individual ("Hurst") and Cambridge Holdings, Ltd., a
Colorado corporation (the "Purchaser").


                                    RECITALS

WHEREAS, the Purchaser has agreed to purchase securities of the Company pursuant
to that certain "Securities Purchase Agreement" of even date herewith (the
"Purchase Agreement"); and

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the
execution and delivery of this Agreement; and

WHEREAS, Hurst is president, director and controlling shareholder of the
Company; and

WHEREAS, the Company, the Purchaser and Hurst agree that their mutual interests
can best be served by providing for certain rights and obligations with respect
to the Company and the Company's securities as hereinafter provided.


                                    AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises and covenants hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1.      Board of Directors of the Company. During the period from the date
hereof to June 30, 2003, so long as the Purchaser owns a minimum of 250,000
shares of the Company's Common Stock, Hurst shall vote all shares of the
Company's voting stock owned or held of record by him at any meeting of
shareholders or in any written consent in lieu of any meeting to elect to the
Board of Directors of the Company one person designated by the Purchaser. The
designee of the Purchaser is Gregory Pusey.

The Company and Hurst agree to use their respective best efforts to call, or
cause the appropriate officers and directors of the Company to call, a special
meeting of shareholders of the Company and to vote all of the shares of Common
Stock owned or held of record by Hurst for, or take all actions by written
consent in lieu of any such meeting necessary to cause, the removal (with or
without cause) of any designee of the Purchaser if the Purchaser requests such
director's removal in writing for any reason, and to cause the election of the
person newly designated by the Purchaser. Similarly, should a designee of the
Purchaser resign or a vacancy otherwise occur, Hurst shall vote his shares of
Common Stock in favor of the candidate designated by the Purchaser to serve on
the Company's Board. Hurst shall take all action otherwise reasonably necessary
for the election to the Board of the designee of the Purchaser. Provided,
however, that



                                       6
<PAGE>

Hurst shall have the right to approve such designee, which approval shall not be
unreasonably withheld.

2.      Tag-Along Rights.

                (a)     During the period from the date hereof to January 20,
2005, if Hurst proposes to sell any shares of the Common Stock of the Company
owned by Hurst as of the date of this Agreement representing (i) 35% or more of
the outstanding shares of the Company (on a cumulative basis) or (ii) more than
50% of the Common Stock of the Company owned by Hurst if Hurst owns less than
35% but more than 15% of the outstanding shares of the Common Stock of the
Company ((i) and (ii) each to be considered a "Qualifying Sale"), to any person
(the "Proposed Purchaser") in a sale (other than a sale pursuant to a public
offering registered under the Securities Act of 1933 as amended), then Hurst
shall afford the Purchaser the opportunity to participate in such sale in
accordance with this Section 2.

                (b)     The Purchaser shall have the right to sell at the same
price and upon identical terms and conditions as the proposed sale by Hurst, any
part or all of the shares of Common Stock owned by the Purchaser, but no more
than the number of shares of Common Stock proposed to be sold by Hurst. At the
time any sale to a Proposed Purchaser is proposed, Hurst shall give written
notice (the "Tag-Along Notice") to the Purchaser of its right to sell shares
pursuant to this Section 2, which Tag-Along Notice shall set forth the name and
address of the Proposed Purchaser, the number of shares of Common Stock proposed
to be sold, the proposed offering price, the proposed date of sale and any other
terms and conditions of the proposed sale. The Tag-Along Notice shall also
contain a copy of any written offer to Hurst by the Proposed Purchaser to
purchase Hurst's shares. The Tag-Along Notice shall also be given to the Company
at the same time as it is given to the Purchaser.

                (c)     In the event that Hurst sells and proposes to sell
shares of the Common Stock of the Company to one person or entity through more
than one sale and the total number of shares to be sold would be considered a
Qualifying Sale, then Purchaser's rights as set forth in Section 2(b) shall
become effective at the time of the proposed sale that will cause the total
shares sold by Hurst to represent (i) 35% or more of the outstanding shares of
the Company or (ii) more than 50% of the Common Stock owned by the Hurst if
Hurst owns less than 35% but more than 15% of the outstanding shares of the
Company. Purchaser shall be entitled to sell any part or all of the shares of
Common Stock owned by the Purchaser up to the cumulative total number of shares
sold and proposed to be sold by Hurst.

                (d)     In the event that the Purchaser wishes to participate,
it shall provide written notice (the "Tag-Along Acceptance Notice") to Hurst no
more than five (5) days after the Tag-Along Notice. The Tag-Along Acceptance
Notice shall set forth the number of shares of Common Stock the Purchaser elects
to sell (subject to the limitations set forth in Section 2(b)). The Notice given
by the Purchaser shall constitute its binding agreement to sell such shares on
the terms and conditions and for the same consideration per share applicable to
the sale by Hurst. If the Tag-Along Acceptance Notice is not received by Hurst
prior to the expiration of the 5-day period, then Hurst shall have the right to
sell the number of shares specified in the Tag-Along Notice to the Proposed
Purchaser without any participation by the Purchaser, but only on terms and
conditions with respect to the consideration (and other material terms and
conditions which a



                                                                               2
<PAGE>

reasonable investor would consider significant to the decision to include shares
in the sale) paid by the Proposed Purchaser to Hurst which are no more favorable
in any material respect than as stated in the Tag-Along Notice to the Purchaser
and only if such sale occurs within 60 days of the date specified for sale in
the Tag-Along Notice.

3.      Termination. Except as otherwise provided herein, this Agreement shall
terminate upon the earlier to occur of (i) the mutual agreement of the Purchaser
and Hurst; (ii) the Purchaser ceasing to own more than 250,000 shares of the
Company's Common Stock; or (iii) June 30, 2003.

4.      General Provisions.

                        (a) Recapitalization, Exchanges, etc.  In the event that
any Common Stock or other securities are issued in respect of, in exchange for,
or in substitution of, any shares of Common Stock, by reason of any
reorganization, recapitalization, reclassification, merger, stock dividend,
distribution to shareholders or any other change in the capital structure of the
Company, the term Common Stock as used herein shall be deemed to include all
shares of such Common Stock or other securities, as appropriate, so as to fairly
and equitably preserve, as far as practicable, the original rights and
obligations of the Purchaser.



                        (b) Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto, and their
respective successors and permitted assigns; provided that neither this
Agreement nor any rights or obligations hereunder may be transferred or assigned
by the Company (except by operation of law in any merger), by Hurst or by the
Purchaser, except by operation of law in any merger and except that the
Purchaser may transfer and assign its rights and obligations hereunder to a
permitted transferee (as set forth on Schedule 4(b) or otherwise agreed to in
writing by Hurst) who executes and delivers to each other party hereto an
instrument or instruments reasonably satisfactory to such parties confirming
that the permitted transferee agrees to be bound by and subject to the terms of
this Agreement in the same manner as such permitted transferee's transferor.



                        (d) Notices. All notices, demands, consents or approvals
required or permitted to be given in this Agreement or given with respect to
this Agreement shall be in writing and shall be personally served or mailed,
registered or certified, return receipt requested, postage prepaid (or by a
substantially similar method), or delivered by a reputable courier service with
charges prepaid, or transmitted by hand-delivery or facsimile, addressed to the
Company or the Shareholders at their addresses set forth on the signature page
of this Agreement or such other address as such parties shall have specified
most recently by written notice. Notice shall be deemed given or delivered on
the date of service or transmission if personally served or transmitted by
facsimile. Notice otherwise sent as provided herein shall be deemed given or
delivered on the third business day following the date mailed or on the next
business day following delivery of such notice to a reputable courier service.


                                                                               3
<PAGE>


                        (e) Inspection. So long as this Agreement shall be in
effect, this Agreement and any amendments hereto shall be made available for
inspection at the principal office of the Company by the Purchaser.



                        (f) Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Colorado.



                (g) Specific Performance. The Purchaser, in addition to being
entitled to exercise all rights provided herein, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement.



                (h) Entire Agreement. This Agreement and the Purchase Agreement
constitute the entire agreement and understanding among the parties hereto with
respect to the subject matter hereof and thereof and supersede any and all prior
agreements and understandings, written or oral, relating to the subject matter
hereof and thereof.



                (i) Waivers; Amendments.



                (i) No failure or delay by any party in exercise of any right,
        power or privilege hereunder shall operate as a waiver thereof, nor
        shall any single or partial exercise thereof preclude any other or
        further exercise thereof or the exercise of any other right, power or
        privilege. The rights and remedies herein provided shall be cumulative
        and nonexclusive of any rights or remedies provided by law.



                (ii) Any provision of this Agreement may be waived if, but only
        if, such waiver is in writing and is signed by the party against whom
        the enforcement of such waiver is sought.



                (iii) This Agreement may not be amended, modified, or
        supplemented other than by a written instrument executed by both
        parties.



                        (j) Time. Time is of the essence in performance of this
Agreement.


                                                                               4
<PAGE>


                (k) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, and if any provision of this Agreement shall be or become
prohibited or invalid in whole or in part for any reason whatsoever, that
provision shall be ineffective only to the extent of such prohibition or
invalidity without invalidating the remaining portion of that provision or the
remaining provisions of this Agreement.


                (l) Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original and which together
shall constitute one and the same agreement.





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



    CAMBRIDGE HOLDINGS, LTD.                  ASPENBIO, INC.





    By:                                       By:
        ------------------------------            ------------------------------

          Gregory Pusey, President                    Roger Hurst, President



    106 S. University Blvd., Unit 14              8100 Southpark Way, Bldg. B-1

    Denver, Colorado 80209                        Littleton, Colorado  80120

    Facsimile:  (303) 722 4011                    Facsimile:    (303) 798-8332








                                                  ------------------------------
                                                  Roger Hurst, Individually




                                                                               5
<PAGE>



                                                  ------------------------------

                                                  ------------------------------
                                                    Facsimile:    (303) 798-8332







                                                                               6
<PAGE>



                                  SCHEDULE 4(b)

                              PERMITTED TRANSFEREES

Greg Pusey
Vermut-Weinberger Living Trust UDT 3/22/93
Jeff McGonegal
John Altshuler
Scott Menefee
Robert Bearman
Cambridge Holdings, Ltd.





                                                                               7







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>14
<FILENAME>d95933ex10-6.txt
<DESCRIPTION>AMENDED INVESTOR RIGHTS DECLARATION
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.6

                       AMENDED INVESTOR RIGHTS DECLARATION


                THIS AMENDED INVESTOR RIGHTS DECLARATION (the "Amended
Declaration") is entered into effective the 28th day of December, 2001, by and
between AspenBio, Inc., a Colorado corporation (the "Company") and the
shareholders listed on the signature page hereto (the "Shareholders").

                                    RECITALS

        In July 2001 the Company agreed to sell shares of the Common Stock of
the Company to the Shareholders. As part of that transaction, the Company
discussed with the Shareholders that certain Investor Rights Declaration,
attached hereto as Exhibit A (the "Investor Rights Declaration") which set forth
certain recommended rights and obligations of the Company and the Shareholders.
On December 28, 2001, the Company entered into a Securities Purchase Agreement
with Cambridge Holdings, Ltd. ("Cambridge" and the "Securities Purchase
Agreement"). The Company, with the assistance of Cambridge, intends to become a
reporting company under the provisions of Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Initial Registration"). As part of the Securities
Purchase Agreement, the Company agreed to provide certain rights to Cambridge
including piggyback registration rights. The parties hereto have entered into
this Amended Declaration in order to waive any rights the Shareholders may have
under the Investor Rights Declaration and to provide the Shareholders with the
same piggyback registration rights as those received by Cambridge.

                             STATEMENT OF AGREEMENT

        NOW THEREFORE, in consideration of the premises and of the respective
covenants and provisions herein contained, and intending to be legally bound
hereby, the Parties agree as follows:

1.      Certain Definitions.

        As used in this Amended Declaration, the following terms shall have the
meanings ascribed to them below:

        "Affiliate" means (i) with respect to any Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person or (ii) with respect to any
individual, the spouse, child, step-child, grandchild, niece, nephew or parent
of such Person, or the spouse thereof.

        "Common Stock" means the Common Stock of the Company and any equity
securities issued or issuable with respect to the Common Stock in connection
with a reclassification, recapitalization, merger, consolidation or other
reorganization.


<PAGE>

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Holder" means any Person owning of record Registrable Securities that
have not been sold to the public.

         "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivisions thereof.

        "Registrable Securities" means any (i) of the Shares of the Common Stock
purchased by the Shareholders, and (ii) any other shares of Common Stock issued
or issuable, directly or indirectly, with respect to the Common Stock referenced
in clause (i) or by way of stock dividend, stock split or combination of shares.
As to any particular Registrable Securities, such securities shall cease to be
Registrable Securities when (a) such securities shall be been disposed of in
accordance with a registration described in Section 2.1 herein ("Piggyback
Registration"), or (b) such securities shall have been sold pursuant to Rule 144
(or any successor provision) under the Securities Act, or (c) such securities
are eligible for sale under Rule 144(k) (or any successor provision) under the
Securities Act. Provided, however, that Registrable Securities which otherwise
would cease to be considered Registrable Securities as a result of item (a)
above shall remain Registrable Securities solely for the purposes of Section 2.1
herein.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

2.      Registration Rights.

                2.1     Piggyback Registrations.

                        (a)     Piggyback Registrations. Except with respect to
        the Initial Registration, if, at any time after September 30, 2002 and
        prior to June 30, 2007 the Company proposes to register its Common Stock
        under the Securities Act in connection with the public offering of
        Common Stock (other than a registration relating solely to the sale of
        Common Stock to participants in an employee benefit plan or with respect
        to any corporate reorganization or other transaction under Rule 145 of
        the Securities Act) whether or not for its own account, the Company
        shall give prompt written notice of its intention to do so to the
        Holders. Upon the written request of any of the Holders made within 15
        days following the receipt of any such written notice (which request
        shall specify the Registrable Securities intended to be disposed of by
        the Holders and the intended method of distribution thereof), the
        Company shall use commercially reasonable efforts to cause all such
        Registrable Securities to be registered under the Securities Act (with
        the securities which the Company at the time proposes to register) to
        permit the sale or other disposition by the Holders (in accordance with
        the intended method of distribution thereof) of the Registrable
        Securities to be so registered.

                        (b)     Abandonment or Delay. If, at any time after
        giving written notice of its intention to register its Common Stock and
        prior to the effective date of the



                                     2 of 13
<PAGE>

        registration statement filed in connection with such registration, the
        Company shall determine for any reason not to register or to delay
        registration of its Common Stock, the Company may, at its election, give
        written notice of such determination to all Holders and (i) in the case
        of a determination not to register, shall be relieved of its obligation
        to register any Registrable Securities in connection with such abandoned
        registration, without prejudice, however, to the rights of Holders under
        Section 2.1(a), and (ii) in the case of a determination to delay such
        registration of its Common Stock shall be permitted to delay the
        registration of such Registrable Securities for the same period as the
        delay in registering its Common Stock.

                        (c)     Holder's Right to Withdraw. Any Holder shall
        have the right to withdraw its request for inclusion of its Registrable
        Securities in any registration statement pursuant to this Section 2.1 by
        giving written notice to the Company of its request to withdraw.

                        (d)     Underwriting Requirements. In connection with
        any offering involving an underwriting of the Common Stock, the Company
        shall not be required under Section 2.1 to include any of the
        Registrable Securities in such underwriting unless the Holders accept
        the terms of the underwriting as agreed upon between the Company and the
        underwriters selected by it (or by other persons entitled to select the
        underwriters), and then only in such quantity as the underwriters
        determine in their sole discretion will not jeopardize the success of
        the offering by the Company. If the total amount of securities,
        including Registrable Securities, requested by persons to be included in
        such offering exceeds the amount of securities that the underwriters
        determine in their sole discretion is compatible with the success of the
        offering, then the Company shall be required to include in the offering
        only that number of shares of Common Stock, including Registrable
        Securities, which the underwriters determine in their discretion will
        not jeopardize the success of the offering (the securities so included
        to be apportioned pro rata among the Persons according to the total
        amount of securities entitled to be included therein owned by each
        Person or in such proportions as shall mutually be agreed to by such
        Persons. In the event that the underwriters determine that the total
        amount of securities requested to be included in the offering exceeds
        the amount that the underwriters determine is compatible with the
        success of the offering, then the underwriters shall provide written
        notice of such determination to the Holders.

                2.2     Registration Procedures. If and whenever the Company is
required by the provisions of this Amended Declaration to use commercially
reasonable efforts to effect or cause the registration of any Registrable
Securities under the Securities Act as provided in this Amended Declaration, the
Company shall, as expeditiously as possible:

                        (a)     prepare and file with the SEC a registration
        statement on an appropriate registration form of the SEC for the
        disposition of such Registrable Securities in accordance with the
        intended method of disposition thereof, which form (i) shall be selected
        by the Company and (ii) shall, in the case of a shelf registration, be
        available for the sale of the Registrable Securities by the Holders and
        such registration statement shall comply as to form in all material
        respects with the requirements of the applicable form


                                    3 of 13

<PAGE>

        and include all financial statements required by the SEC to be filed
        therewith, and the Company shall use its best efforts to cause such
        registration statement to become effective (provided, however, that
        before filing a registration statement or prospectus or any amendments
        or supplements thereto, or comparable statements under securities or
        blue sky laws of any jurisdiction, the Company will furnish to one
        counsel for the Holders participating in the planned offering and the
        underwriters, if any, copies of all such documents proposed to be filed
        (including all exhibits thereto), which documents will be subject to the
        reasonable review and reasonable comment of such counsel, and the
        Company shall not file any registration statement or amendment thereto
        or any prospectus or supplement thereto to which the underwriters, if
        any, shall reasonably object in writing);

                        (b)     prepare and file with the SEC such amendments
        and supplements to such registration statement and the prospectus used
        in connection therewith as may be necessary to keep such registration
        statement effective for such period (which shall not be required to
        exceed 90 days unless mutually agreed to in writing by the parties) as
        any seller of Registrable Securities pursuant to such registration
        statement shall request and to comply with the provisions of the
        Securities Act with respect to the sale or other disposition of all
        Registrable Securities covered by such registration statement in
        accordance with the intended methods of disposition by the seller or
        sellers thereof set forth in such registration statement;

                        (c)     furnish, without charge, to each seller of such
        Registrable Securities and each underwriter, if any, of the securities
        covered by such registration statement such number of copies of such
        registration statement, each amendment and supplement thereto (in each
        case including all exhibits), and the prospectus included in such
        registration statement (including each preliminary prospectus) in
        conformity with the requirements of the Securities Act, and other
        documents, as such seller and underwriter may reasonably request in
        order to facilitate the public sale or other disposition of the
        Registrable Securities owned by such seller (the Company hereby
        consenting to the use in accordance with applicable law of each such
        registration statement (or amendment or post-effective amendment
        thereto) and each such prospectus (or preliminary prospectus or
        supplement thereto) by each such seller of Registrable Securities and
        the underwriters, if any, in connection with the offering and sale of
        the Registrable Securities covered by such registration statement or
        prospectus);

                        (d)     use its best efforts to register or qualify the
        Registrable Securities covered by such registration statement under such
        other securities or "blue sky" laws of such jurisdictions as any sellers
        of Registrable Securities or any managing underwriter, if any, shall
        reasonably request in writing, and do any and all other acts and things
        which may be reasonably necessary or advisable to enable such sellers or
        underwriter, if any, to consummate the disposition of the Registrable
        Securities in such jurisdictions, except that in no event shall the
        Company be required to qualify to do business as a foreign corporation
        in any jurisdiction where it would not, but for the requirements of this
        paragraph (d), be required to be so qualified, to subject itself to
        taxation in any such jurisdiction or to consent to general service of
        process in any such jurisdiction;


                                    4 of 13

<PAGE>

                        (e)     promptly notify each Holder selling Registrable
        Securities covered by such registration statement and each managing
        underwriter, if any: (i) when the registration statement, any
        pre-effective amendment, the prospectus or any prospectus supplement
        related thereto or post-effective amendment to the registration
        statement has been filed and, with respect to the registration statement
        or any post-effective amendment, when the same has become effective;
        (ii) of any request by the SEC or state securities authority for
        amendments or supplements to the registration statement or the
        prospectus related thereto or for additional information; (iii) of the
        issuance by the SEC of any stop order suspending the effectiveness of
        the registration statement or the initiation of any proceedings for that
        purpose; (iv) of the receipt by the Company of any notification with
        respect to the suspension of the qualification of any Registrable
        Securities for sale under the securities or blue sky laws of any
        jurisdiction or the initiation of any proceeding for such purpose; (v)
        of the existence of any fact of which the Company becomes aware which
        results in the registration statement, the prospectus related thereto or
        any document incorporated therein by reference containing an untrue
        statement of a material fact or omitting to state a material fact
        required to be stated therein or necessary to make any statement therein
        not misleading; and (vi) if at any time the representations and
        warranties contemplated by Section 3 below cease to be true and correct
        in all material respects, and, if the notification relates to an event
        described in clause (v), the Company shall promptly prepare and furnish
        to each such seller and each underwriter, if any, a reasonable number of
        copies of a prospectus supplemented or amended so that, as thereafter
        delivered to the Shareholders of such Registrable Securities, such
        prospectus shall not include an untrue statement of a material fact or
        omit to state a material fact required to be stated therein or necessary
        to make the statements therein in the light of the circumstances under
        which they were made not misleading;

                        (f)     enter into such customary agreements (including,
        if applicable, an underwriting agreement) and take such other actions as
        the Holders participating in such offering shall reasonably request in
        order to expedite or facilitate the disposition of such Registrable
        Securities. The Holders of the Registrable Securities which are to be
        distributed by such underwriters shall be parties to such underwriting
        agreement and may, at their option, require that the Company make to and
        for the benefit of such Holders the representations, warranties and
        covenants of the Company which are being made to and for the benefit of
        such underwriters and which are of the type customarily provided in
        secondary offerings;

                        (g)     if an opinion from the Company's counsel is
        delivered to any underwriters in the offering, the Company shall furnish
        to the Holders of Registrable Securities participating in the offering,
        a copy of such opinion and letter addressed to such Holders;

                        (h)     delivery promptly to the Holders of Registrable
        Securities participating in the offering and each underwriter, if any,
        copies of all correspondence between the Commission and the Company, its
        counsel or auditors and any memoranda relating to discussions with the
        Commission or its staff with respect to the registration statement,
        other than those portions of any such memoranda which contain
        information


                                    5 of 13

<PAGE>

        subject to attorney-client privilege with respect to the Company, and,
        upon receipt of such confidentiality agreements as the Company may
        reasonably request, make reasonably available for inspection by any
        seller of such Registrable Securities covered by such registration
        statement, by any underwriter, if any, participating in any disposition
        to be effected pursuant to such registration statement and by any
        attorney, accountant or other agent retained by any such seller or any
        such underwriter, all pertinent financial and other records, pertinent
        corporate documents and properties of the Company, and cause all of the
        Company's officers, directors and employees to supply all information
        reasonably requested by any such seller, underwriter, attorney,
        accountant or agent in connection with such registration statement
        provided the recipient of such information seeks such information in
        good faith and for a proper purpose;

                        (i)     make reasonably available its employees and
        personnel and otherwise provide reasonable assistance to the
        underwriters (taking into account the needs to the Company's businesses
        and the requirements of the marketing process) in the marketing of
        Registrable Securities in any underwritten offering;

                        (j)     cooperate with the Holders of Registrable
        Securities and the managing underwriters, if any, to facilitate the
        timely preparation and delivery of certificates not bearing any
        restrictive legends representing the Registrable Securities to be sold,
        and cause such Registrable Securities to be issued in such denominations
        and registered in such names in accordance with the underwriting
        agreement prior to any sale of Registrable Securities to the
        underwriters or, if not an underwritten offering, in accordance with the
        instructions of the selling holders of the Registrable Securities at
        least three business days prior to any sale of Registrable Securities;
        and

                        (k)     take all such other commercially reasonable
        actions as are necessary or advisable in order to expedite or facilitate
        the disposition of such Registrable Securities.

                2.3     Registration Expenses.

                        (a)     "Expenses" shall mean any and all fees and
        expenses incident to the Company's performance of or compliance with
        this Article 2, including, without limitation: (i) SEC, stock exchange
        or NASD registration, listing and filing fees and all listing fees and
        fees with respect to the including of securities in NASDAQ, (ii) fees
        and expenses of compliance with state securities or "blue sky" laws and
        in connection with the preparation of a "blue sky" survey, including
        without limitation, reasonable fees and expenses of blue sky counsel,
        (iii) printing and copying expenses, (iv) messenger and delivery
        expenses, (v) fees and disbursements of counsel for the Company, (vi)
        fees and disbursements of all independent public accountants (including
        the expenses of any audit and/or "cold comfort" letter) and fees and
        expenses of other persons, including special experts, retained by the
        Company, and (vii) any other fees and disbursements of underwriters, if
        any, customarily paid by issuers or sellers of securities (collectively,
        "Expenses").


                                    6 of 13

<PAGE>

                        (b)     The Company shall pay all Expenses with respect
        to any to any registration effected under Section 2.1, whether or not it
        becomes effective or remains effective for the period contemplated by
        Section 2.2(b).

                        (c)     Notwithstanding the foregoing, (x) the
        provisions of this Section 2.3 shall be deemed amended to the extent
        necessary to cause these expense provisions to comply with "blue sky"
        laws of each state in which the offering is made and (y) in connection
        with any registration hereunder, each Holder of Registrable Securities
        being registered shall pay all underwriting discounts and commissions
        and any transfer taxes, if any, attributable to the sale of such
        Registrable Securities, pro rata with respect to payments of discounts
        and commissions in accordance with the number of shares sold in the
        offering by such Holder, and (z) the Company shall, in the case of all
        registrations under this Article 2, be responsible for all its internal
        expenses (including, without limitation, all salaries and expenses of
        its officers and employees performing legal or accounting duties).

                2.4     Furnish Information. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of any Holder that such Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities.

                2.5     Indemnification.

                        (a)     In the event of any registration of any
        securities of the Company under the Securities Act pursuant to this
        Article 2, the Company will, and hereby does, indemnify and hold
        harmless, to the fullest extent permitted by law, each Holder of
        Registrable Securities, its directors, officers and representatives, and
        each other person, if any, who controls such Holder within the meaning
        of the Securities Act, against any and all losses, claims, damages or
        liabilities, joint or several, actions or proceedings (whether commenced
        or threatened) in respect thereof ("Claims") and expenses (including
        reasonable fees of counsel and any amounts paid in any settlement
        effected with the Company's consent, which consent shall not be
        unreasonably withheld or delayed) to which each such indemnified party
        may become subject under the Securities Act or otherwise, insofar as
        such Claims or expenses arise out of or are based upon (i) any untrue
        statement or alleged untrue statement of a material fact contained in
        any registration statement under which such securities were registered
        under the Securities Act, together with the documents incorporated by
        reference therein, or the omission or alleged omission to state therein
        a material fact required to be stated therein or necessary to make the
        statements therein not misleading, or (ii) any untrue statement or
        alleged untrue statement of a material fact contained in any
        preliminary, final or summary prospectus or any amendment or supplement
        thereto, together with the documents incorporated by reference therein,
        or the omission or alleged omission to state therein a material fact
        required to be stated therein or necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading;


                                    7 of 13

<PAGE>

        provided, however, that the Company shall not be liable to any such
        indemnified party in any such case to the extent such Claim or expense
        arises out of or is based upon any untrue statement or alleged untrue
        statement of a material fact or omission or alleged omission of a
        material fact in such registration statement or amendment thereof or
        supplement thereto or in any such prospectus or any preliminary, final
        or summary prospectus in reliance upon and in conformity with written
        information furnished to the Company by or on behalf of such indemnified
        party specifically for use therein. Such indemnity and reimbursement of
        expenses shall remain in full force and effect regardless of any
        investigation made by or on behalf of such indemnified party and shall
        survive the transfer of such securities by such seller.

                        (b)     In the event of any registration of any
        securities of the Company under the Securities Act pursuant to this
        Article 2, the Holders of Registrable Securities will, and hereby
        indemnify and hold harmless, to the fullest extent permitted by law, the
        Company, its shareholders, directors, officers, agents and
        representatives, and each other person, if any, who controls the Company
        within the meaning of the Securities Act, against any and all losses,
        claims, damages or liabilities, joint or several, actions or proceedings
        (whether commenced or threatened) in respect thereof ("Claims") and
        expenses (including reasonable fees of counsel and any amounts paid in
        any settlement effected with the Holders' consent, which consent shall
        not be unreasonably withheld or delayed) to which each such indemnified
        party may become subject under the Securities Act or otherwise, insofar
        as such Claims or expenses arise out of or are based upon (i) any untrue
        statement or alleged untrue statement of a material fact contained in
        any registration statement under which such securities were registered
        under the Securities Act, together with the documents incorporated by
        reference therein, or the omission or alleged omission to state therein
        a material fact required to be stated therein or necessary to make the
        statements therein not misleading, or (ii) any untrue statement or
        alleged untrue statement of a material fact contained in any
        preliminary, final or summary prospectus or any amendment or supplement
        thereto, together with the documents incorporated by reference therein,
        or the omission or alleged omission to state therein a material fact
        required to be stated therein or necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading; provided, however, that the Holders shall not
        be liable to any such indemnified party in any such case to the extent
        such Claim or expense arises out of or is based upon any untrue
        statement or alleged untrue statement of a material fact or omission or
        alleged omission of a material fact in such registration statement or
        amendment thereof or supplement thereto or in any such prospectus or any
        preliminary, final or summary prospectus unless it is contained in the
        written information furnished to the Company by or on behalf of such
        Holder specifically for use therein; provided, further, that the
        obligation to indemnify will be individual to each Holder and will be
        limited to the amount of proceeds received by such Holder from the sale
        of Registrable Securities pursuant to such registration statement. Such
        indemnity and reimbursement of expenses shall remain in full force and
        effect regardless of any investigation made by or on behalf of such
        indemnified party and shall survive the transfer of such securities by
        such seller.

                                    8 of 13

<PAGE>

                        (c)     Any person entitled to indemnification under
        this Amended Declaration shall notify promptly the indemnifying party in
        writing of the commencement of any action or proceeding with respect to
        which a claim for indemnification may be made pursuant to this Section
        2.5, but the failure of any indemnified party to provide such notice
        shall not relieve the indemnifying party of its obligations under the
        preceding paragraphs of this Section 2.5, except to the extent the
        indemnifying party is materially prejudiced thereby and shall not
        relieve the indemnifying party from any liability which it may have to
        any indemnified party otherwise than under this Section 2. In case any
        action or proceeding is brought against an indemnified party and it
        shall notify the indemnifying party of the commencement thereof, the
        indemnifying party shall be entitled to participate therein and, unless
        in the reasonable opinion of outside counsel to the indemnified party a
        conflict of interest between such indemnified and indemnifying parties
        may exist in respect of such claim, to assume the defense thereof
        jointly with any other indemnifying party similarly noticed, to the
        extent that it chooses, with counsel reasonably satisfactory to such
        indemnified party, and after notice from the indemnifying party to such
        indemnified party that it so chooses, the indemnifying party shall not
        be liable to such indemnified party for any legal or other expenses
        subsequently incurred by such indemnified party in connection with the
        defense thereof other than reasonable costs of investigation; provided,
        however, that (i) if the indemnifying party fails to take reasonable
        steps necessary to defend diligently the action or proceeding within 20
        days after receiving notice from such indemnified party that the
        indemnified party believes it has failed to do so; or (ii) if such
        indemnified party who is a defendant in any action or proceeding which
        is also brought against the indemnifying party reasonably shall have
        concluded that there may be one or more legal defenses available to such
        indemnified party which are not available to the indemnifying party; or
        (iii) if representation of both parties by the same counsel is otherwise
        inappropriate under applicable standards of professional conduct, then,
        in any such case, the indemnified party shall have the right to assume
        or continue its own defense as set forth above, and the indemnifying
        party shall be liable for any expenses therefor. No indemnifying party
        shall, without the written consent of the indemnified party, effect the
        settlement or compromise of, or consent to the entry of any judgment
        with respect to, any pending or threatened action or claim in respect of
        which indemnification or contribution may be sought hereunder (whether
        or not the indemnified party is an actual or potential party to such
        action or claim) unless such settlement, compromise or judgment (A)
        includes an unconditional release of the indemnified party from all
        liability arising out of such action or claim and (B) does not include a
        statement as to or an admission of fault, culpability or a failure to
        act, by or on behalf of any indemnified party.

                        (d)     If for any reason the foregoing indemnity is
        unavailable or is insufficient to hold harmless an indemnified party
        under Sections 2.5 or each indemnifying party shall contribute to the
        amount paid or payable by such indemnified party as a result of any
        Claim in such proportion as is appropriate to reflect the relative fault
        of the indemnifying party, on the one hand, and the indemnified party,
        on the other hand, with respect to such offering of securities. The
        relative fault shall be determined by reference to, among other things,
        whether the untrue or alleged untrue statement of a


                                    9 of 13

<PAGE>

        material fact or the omission or alleged omission to state a material
        fact relates to information supplied by the indemnifying party or the
        indemnified party and the parties' relative intent, knowledge, access to
        information and opportunity to correct or prevent such untrue statement
        or omission. If, however, the allocation provided in the second
        preceding sentence is not permitted by applicable law, then each
        indemnifying party shall contribute to the amount paid or payable by
        such indemnified party in such proportion as is appropriate to reflect
        not only such relative faults but also the relative benefits of the
        indemnifying party and the indemnified party as well as any other
        relevant equitable considerations. The parties hereto agree that it
        would not be just and equitable if contributions pursuant to this
        Section 2.5(d) were to be determined by pro rata allocation or by any
        other method of allocation which does not take into account the
        equitable considerations referred to in the preceding sentences of this
        Section 2.5(d). The amount paid or payable in respect of any Claim shall
        be deemed to include any legal or other expenses reasonably incurred by
        such indemnified party in connection with investigating or defending any
        such Claim. No person guilty of fraudulent misrepresentation (within the
        meaning of Section 11(t) of the Securities Act) shall be entitled to
        contribution from any person who was not guilty of such fraudulent
        misrepresentation.

        2.6     Underwritten Offerings. If requested by the underwriters for any
underwritten offering by the Holders of Registrable Securities pursuant to a
registration requested under Section 2, the Company shall enter into a customary
underwriting agreement with the underwriters. Such underwriting agreement shall
be reasonably satisfactory in form and substance to the Holders and shall
contain such representations and warranties by, and such other agreements on the
part of, the Company and such other terms as are generally included in the
underwriting agreement of such underwriters, including, without limitations,
indemnities and contribution agreements.

3.      Rule 144 Reporting.  With a view of making available to the Holders the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees to use its best efforts to:

                        (a)     Make a keep public information available, as
        those terms are understood and defined in SEC Rule 144 or any successor
        rule promulgated under the Securities Act, at all times after the
        effective date of the first registration filed by the Company for an
        offering of its securities to the general public;

                        (b)     File with the SEC, in a timely manner, all
        reports and other documents required of the Company under the Exchange
        Act; and

                        (c)     So long as Holder owns any Registrable
        Securities, furnish to such Holder forthwith upon request a written
        statement by the Company as to its compliance with the reporting
        requirements of Rule 144 and of the Exchange Act at any time after it
        has become subject to such reporting requirements.

4.      Waiver. Except for the Subscription Agreement and Offeree Questionnaire
executed by each Shareholder, this Amended Declaration embodies the entire
agreement and understanding


                                    10 of 13

<PAGE>

between the parties hereto and supersedes all prior agreements and
understandings whether oral or written, including without limitation the
Investor Rights Declaration. In consideration of the rights provided by this
Amended Declaration the Shareholders specifically waive all possible rights or
claims that they may have or raise based in any respect on the Investor Rights
Declaration.

5.      General.

        5.1     Amendments and Waivers. This Amended Declaration may be amended,
modified, supplemented or waived only upon the written agreement of the party
against whom enforcement of such amendment, modification, supplement or waiver
is sought.

        5.2     Notices. All notices, elections, request, demands or other
communications hereunder shall be in writing and shall be deemed given at the
time delivered personally or by fax or upon receipt if deposited in the United
States mail, certified or registered, return receipt requested, postage prepaid
addressed to the parties as follows (or to such other person or place, written
notice of which any party hereto shall have given to the other):

                (a)  If to the Shareholders:  To the address set forth on
                                              the signature page below.

                (b)  If to Company:           AspenBio, Inc.
                                              8100 Southpark Way, Building B-1
                                              Littleton, Colorado  80120
                                              Attention:  Roger Hurst, President
                                              Telephone:  (303) 794-2000
                                              Facsimile:  (303) 798-8332

                     With a Copy to:          Krendl Krendl Sachnoff & Way PC
                                              370 17th Street, Suite 5350
                                              Denver, Colorado  80202
                                              Telephone:  (303) 629-2600
                                              Facsimile :  (303) 629-2606
                                              Attention:  Cathy S. Krendl, Esq.

        5.3     Miscellaneous.

                        (a)     This Amended Declaration shall be binding upon
        and inure to the benefit of and be enforceable by the parties hereto and
        the respective successors, personal representatives and assigns. No
        Person other than a Holder shall be entitled to any benefits under this
        Amended Declaration, except as otherwise expressly provided herein.

                        (b)     This Amended Declaration shall be construed and
        enforced in accordance with and governed by the laws of the State of
        Colorado without giving effect to the conflicts of law principles
        thereof.


                                    11 of 13

<PAGE>

                        (c)     The headings in this Amended Declaration are for
        convenience of reference only and shall not limit or otherwise affect
        the meaning hereof. All section references are to this Amended
        Declaration unless otherwise expressly provided.

                        (d)     This Amended Declaration may be executed in any
        number of counterparts, each of which shall be an original, but all of
        which together shall constitute one instrument.

                        (e)     Any term or provision of this Amended
        Declaration which is invalid or unenforceable in any jurisdiction shall,
        as to such jurisdiction, be ineffective to the extent of such invalidity
        or unenforceability without rendering invalid or unenforceable the
        remaining terms and provisions of this Amended Declaration or affecting
        the validity or enforceability of any of the terms or provisions of this
        Amended Declaration in any other jurisdiction.

                        (f)     The parties hereto acknowledge that there would
        be no adequate remedy at law if any party fails to perform any of its
        obligations hereunder, and accordingly agree that each party, in
        addition to any other remedy to which it may be entitled at law or in
        equity, shall be entitled to injunctive relief, including specific
        performance, to enforce such obligations without the posting of any
        bond, and, if any action should be brought in equity to enforce any of
        the provisions of this Amended Declaration, none of the parties hereto
        shall raise the defense that there is an adequate remedy at law.

                        (g)     Each party hereto shall do and perform or cause
        to be done and performed all such further acts and things and shall
        execute and deliver all such other agreements, certificates,
        instruments, and documents as any other party hereto reasonably may
        request in order to carry out the intent and accomplish the purposes of
        this Amended Declaration and the consummation of the transactions
        contemplated hereby.

                            [SIGNATURE PAGE FOLLOWS]




                                    12 of 13

<PAGE>


                IN WITNESS WHEREOF, the undersigned have executed this Amended
Investor Rights Declaration as of the date set forth above.

ASPENBIO, INC.

By:
   -----------------------------
Name:
     ---------------------------
Title:
      --------------------------

<TABLE>
<CAPTION>
SHAREHOLDERS
<S>                                      <C>

--------------------------------         --------------------------------
Carl M. Berke                            Charles J. Neerdaels & Nicolle R. Nelson, Trustees
330 Clark Road                           Neerdaels-Nelson Family Trust
Brookline, MA 02445                      622 Bayview Dr.
                                         Aptos, CA 95003

--------------------------------         --------------------------------
Allison Colgin                           Gail Schoettler
2715 Ramona Street                       11855 E. Daley Circle
Palo Alto, CA 04306                      Parker, CO 80134

--------------------------------         --------------------------------
William F. Colgin                        James D. Schoettler
2715 Ramona Street                       512 29th Street
Palo Alto, CA 04306                      San Francisco, CA 94131

--------------------------------
Ann Deal
1721 Skyline Drive
Wenatchee, WA 98801

--------------------------------
Bruce Deal
371 Linfield Drive
Menlo Park, CA 94025

--------------------------------
Colin P. Hubbard, trustee
Colin P. Hubbard Trust
10441 Bocacanyon Drive
Santa Ana, CA 92705
</TABLE>


                                    13 of 13







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>15
<FILENAME>d95933ex10-7.txt
<DESCRIPTION>2002 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.7

                                 ASPENBIO, INC.

                            2002 STOCK INCENTIVE PLAN

        This 2002 Stock Incentive Plan (the "Plan") is adopted in consideration
for services rendered and to be rendered AspenBio, Inc. and related companies.

        1.      Definitions.

                The terms used in this Plan shall, unless otherwise indicated or
required by the particular context, have the following meanings:

                Board:  The Board of Directors of AspenBio, Inc.

                Change in Control: (i) The acquisition, directly or indirectly,
by any person or group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934) of the beneficial ownership of more than fifty percent of
the outstanding securities of the Company, (ii) a merger or consolidation in
which the Company is not the surviving entity, except for a transaction the
principal purpose of which is to change the state in which the Company is
incorporated, (iii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company, (iv) a complete liquidation or
dissolution of the Company, or (v) any reverse merger in which the Company is
the surviving entity but in which securities possessing more than fifty percent
of the total combined voting power of the Company's outstanding securities are
transferred to a person or persons different from the persons holding those
securities immediately prior to such merger.

                Code:  The Internal Revenue Code of 1986, as amended.

                Common Stock:  The Common Stock of AspenBio, Inc.

                Company:  AspenBio, Inc., a corporation incorporated under the
laws of Colorado, and any successors in interest by merger, operation of law,
assignment or purchase of all or substantially all of the property, assets or
business of the Company.

                Consultant:  A Consultant is any person, including any advisor,
engaged by the Company or any Related Company to render consulting services and
may include members of the Board.

                Continuous Status as an Employee or Consultant: The employment
by, or relationship as a Consultant with, the Company or any Related Company is
not interrupted or terminated. The Board, at its sole discretion, may determine
whether Continuous Status as an Employee or Consultant shall be considered
interrupted due to personal or other mitigating circumstances.

                Date of Grant:  The date on which an Option is granted under the
Plan.

                Employee:  An Employee is an employee of the Company or any
Related Company.

                Exercise Price:  The price per share of Common Stock payable
upon exercise of an Option.

<PAGE>

                Fair Market Value: The Fair Market Value of the Option Shares.
Such Fair Market Value shall be determined, in good faith, by the Option
Committee after such consultation with outside legal, accounting and other
experts as the Option Committee may deem advisable, and the Option Committee
shall maintain a written record of its method of determining such value.

                Incentive Stock Options ("ISOs"):  "Incentive Stock Options" as
that term is defined in Section 422 of the Code.

                Non-Incentive Stock Options ("Non-ISOs"): Options which are not
intended to qualify as "Incentive Stock Options" under Section 422 of the Code.

                Offeree:  An Employee or Consultant to whom a Right to Purchase
has been offered or who has acquired Restricted Stock under the Plan.

                Option:  The rights granted to an Employee or Consultant to
purchase Common Stock pursuant to the terms and conditions of an Option
Agreement.

                Option Agreement:  The written agreement (and any amendment or
supplement thereto) between the Company and an Employee or Consultant
designating the terms and conditions of an Option.

                Option Committee: The Plan shall be administered by the Option
Committee which shall consist of the Board or a committee of the Board as the
Board may from time to time designate composed of not less than two members of
the Board who are not employees of the Company or a Related Company.

                Option Shares:  The shares of Common Stock underlying an Option
granted to an Employee or Consultant.

                Optionee:  An Employee or Consultant who has been granted an
Option.

                Participant:  An Employee or Consultant who holds an Option, a
Right to Purchase or Restricted Stock under the Plan.

                Purchase Price:  The Purchase Price per share of Restricted
Stock payable upon acceptance of a Right to Purchase.

                Related Company:  Any subsidiary of the Company and any other
business venture in which the Company has a significant interest as determined
in the discretion of the Option Committee.

                Restricted Stock: The shares of Common Stock issued pursuant to
Section 15, subject to any restrictions and conditions as are established
pursuant to such Section 15.

                Right to Purchase:  A right to purchase Restricted Stock granted
to an Offeree pursuant to Section 15 hereof.


                                     - 2 -

<PAGE>

        2.      Purpose and Scope.

                (a) The purpose of this Plan is to advance the interests of the
Company and its stockholders by affording Employees and Consultants an
opportunity for investment in the Company and the incentive advantages inherent
in stock ownership in this Company.

                (b) This Plan authorizes the Option Committee to grant Options
to purchase shares of Common Stock to Employees and Consultants selected by the
Option Committee while considering criteria such as employment position or other
relationship with the Company, duties and responsibilities, ability,
productivity, length of service or association, morale, interest in the Company,
recommendations by supervisors, and other matters.

        3.      Administration of the Plan.  The Plan shall be administered by
the Option Committee. The Option Committee shall have the authority granted to
it under this section and under each other section of the Plan.

                In accordance with and subject to the provisions of the Plan,
the Option Committee shall select the Optionees and Offerees, shall determine
(i) the number of shares of Common Stock to be subject to each Option and Right
to Purchase, (ii) the time at which each Option or Right to Purchase is to be
granted, (iii) whether an Option or Right to Purchase shall be granted in
exchange for the cancellation and termination of a previously granted option or
options under the Plan or otherwise, (iv) the Exercise Price for the Option
Shares, (v) the Purchase Price of Restricted Stock, (vi) the option period, and
(vii) the manner in which the Option becomes exercisable. In addition, the
Option Committee shall fix such other terms of each Option and Right to Purchase
as the Option Committee may deem necessary or desirable. The Option Committee
shall determine the form of Option Agreement to evidence each Option and the
form of Stock Purchase Agreement to evidence each Right to Purchase.

                The Option Committee from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Option Committee shall keep minutes of
its meetings and those minutes shall be distributed to every member of the
Board.

                All actions taken and all interpretations and determinations
made by the Option Committee in good faith (including determinations of Fair
Market Value) shall be final and binding upon all Employees, Consultants, the
Company and all other interested persons. No member of the Option Committee
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, and all members of the Option Committee
shall, in addition to rights they may have if Directors of the Company, be fully
protected by the Company with respect to any such action, determination or
interpretation.

        4.      The Common Stock. The Board is authorized to appropriate, issue
and sell for the purposes of the Plan, and the Option Committee is authorized to
grant Options and Rights to Purchase with respect to, a total number, not in
excess of 900,000 shares of Common Stock, either treasury or authorized but
unissued, or the number and kind of shares of stock or other securities which in
accordance with Section 16 shall be substituted for the 900,000 shares or into
which such 900,000 shares shall be adjusted. All or any unsold shares subject to
an Option or Right to Purchase that for any reason expires or otherwise
terminates may again be made subject to Options or Rights to Purchase under the
Plan. No person may be granted Options or Rights to Purchase under this Plan
covering in excess of an aggregate of 300,000 Option Shares and shares of
Restricted Stock in any calendar year, subject to adjustments in connection with
Section 16.

                                      - 3 -

<PAGE>

        5.      Eligibility.  Options which are intended to qualify as ISOs will
be granted only to Employees. Employees and Consultants may hold more than one
Option under the Plan and may hold Options under the Plan and options granted
pursuant to other plans or otherwise, and may hold Rights to Purchase under the
Plan.

        6.      Option Price. The Exercise Price for the Option Shares shall be
established by the Option Committee or shall be determined by a method
established by the Option Committee; provided that the Exercise Price to be paid
by Optionees for the Option Shares that are intended to qualify as ISOs, shall
not be less than 100 percent of the Fair Market Value of the Option Shares on
the Date of Grant, or the date on which the Optionee is hired or promoted (or
similar event), if the Date of Grant occurs not more than 90 days after the date
of such hiring, promotion or other event.

        7.      Duration and Exercise of Options.

                (a) The option period shall commence on the Date of Grant and
shall be as set by the Option Committee, but not to exceed 10 years in length.
Except as otherwise provided herein or as determined by the Option Committee, no
Option shall be exercised for the period of six months following the Date of
Grant; provided, however, that this limitation shall not apply to the exercise
of an Option pursuant to the terms of the relevant Option Agreement upon the
Optionee's death.

                (b) During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee; provided, that in the event of the legal
disability of an Optionee, the guardian or personal representative of the
Optionee may exercise the Option. However, if the Option is an ISO it may be
exercised by the guardian or personal representative of the Optionee only if
such guardian or personal representative obtains a ruling from the Internal
Revenue Service or an opinion of counsel to the effect that neither the grant
nor the exercise of such power is violative of the Code. Any opinion of counsel
must be both from counsel and in a form acceptable to the Option Committee.

                (c) The Option Committee may determine whether any Option shall
be exercisable in installments only; if the Option Committee determines that an
Option shall be exercisable in installments, it shall determine the number of
installments and the percentage of the Option exercisable at each installment
date. All such installments shall be cumulative.

                (d) In the event an Optionee's Continuous Status as an Employee
or Consultant terminates for any reason, any Option held by the Optionee on the
date of termination may be exercised within 90 days after the date of
termination, but only to the extent that the Option was exercisable according to
its terms on the date of termination. After such 90-day period, any unexercised
portion of an Option shall expire.

                (e) Each Option shall be exercised in whole or in part by
delivering to the office of the Treasurer of the Company written notice of the
number of shares with respect to which the Option is to be exercised and by
paying in full the Exercise Price for the Option Shares purchased as set forth
in Section 8; provided, that an Option may not be exercised in part unless the
Exercise Price for the Option Shares purchased is at least $5,000.

                (f) No Option may be exercised until the Plan is approved by the
shareholders of the Company as provided in Section 17 below.

        8.      Payment for Option Shares. If the Exercise Price of the Option
Shares purchased by any Optionee at one time exceeds $5,000, the Option
Committee may permit all or part of the Exercise Price for the Option Shares to
be paid by delivery to the Company for cancellation shares of the Company's
Common Stock

                                      - 4 -

<PAGE>

previously owned by the Optionee with a Fair Market Value as of the date of
payment equal to the portion of the Exercise Price for the Option Shares that
the Optionee does not pay in cash. In the case of all other Option exercises,
the Exercise Price shall be paid in cash or check upon exercise of the Option,
except that the Option Committee may permit an Optionee to elect to pay the
Exercise Price upon the exercise of an Option by authorizing a third party to
sell some or all of the Option Shares acquired upon exercise of an Option and
remit to the Company a sufficient portion of the sale proceeds to pay the entire
Exercise Price and any tax withholding resulting from such exercise.

        9.      Relationship to Employment or Position. Nothing contained in the
Plan, or in any Option or Right to Purchase granted pursuant to the Plan, shall
confer upon any Participant any right with respect to continuance of employment
by the Company, as an Employee or as a Consultant or interfere in any way with
the right of the Company to terminate the Participant's employment as an
Employee or position as a Consultant, at any time.

        10.     Nontransferability of Option.  Except as otherwise provided by
the Option Committee, no Option granted under the Plan shall be transferable by
the Optionee, either voluntarily or involuntarily, except by will or the laws of
descent and distribution.

        11.     Rights as a Stockholder. No person shall have any rights as a
shareholder with respect to any share covered by an Option until that person
shall become the holder of record of such share and, except as provided in
Section 16, no adjustments shall be made for dividends or other distributions or
other rights as to which there is an earlier record date.

        12.     Securities Laws Requirements. No Option Shares shall be issued
unless and until, in the opinion of the Company, any applicable registration
requirements of the Securities Act of 1933, as amended, any applicable listing
requirements of any securities exchange on which stock of the same class is then
listed, and any other requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery, have been fully complied with.
Each Option and each Option Share certificate may be imprinted with legends
reflecting federal and state securities laws, restrictions and conditions, and
the Company may comply therewith and issue "stop transfer" instructions to its
transfer agent and registrar in good faith without liability.

        13.     Disposition of Shares. Each Optionee, as a condition of
exercise, shall represent, warrant and agree, in a form of written certificate
approved by the Company, as follows: (a) that all Option Shares are being
acquired solely for his own account and not on behalf of any other person or
entity; and (b) that no Option Shares will be sold or otherwise distributed in
violation of the Securities Act of 1933, as amended, or any other applicable
federal or state securities laws.

        14.     Ten Percent Shareholder Rule. With respect to ISO's, no Option
may be granted to an Employee who, at the time the Option is granted, owns stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company, unless at the time the Option is granted the
purchase price for the Option Shares is at least 110 percent of the Fair Market
Value of the Option Shares on the Date of Grant and such Option by its terms is
not exercisable after the expiration of five years from the Date of Grant.

        15.     Rights to Purchase

                15.1    Nature of Right to Purchase. A Right to Purchase granted
to an Offeree entitles the Offeree to purchase, for a Purchase Price determined
by the Option Committee, shares of Common Stock subject to such terms,
restrictions and conditions as the Option Committee may determine at the time of
grant


                                      - 5 -

<PAGE>

("Restricted Stock"). Such conditions may include, but are not limited to,
continued employment or the achievement of specified performance goals or
objectives.

                15.2    Acceptance of Right to Purchase. An Offeree shall have
no rights with respect to the Restricted Stock subject to a Right to Purchase
unless the Offeree shall have accepted the Right to Purchase within ten days (or
such longer or shorter period as the Option Committee may specify) following the
grant of the Right to Purchase by making payment of the full Purchase Price to
the Company in the manner set forth in Section 15.3 hereof and by executing and
delivering to the Company a Stock Purchase Agreement. Each Stock Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Option Committee shall,
from time to time, deem desirable. Each Stock Purchase Agreement may be
different from each other Stock Purchase Agreement.

                15.3    Payment of Purchase Price. Subject to any legal
restrictions, payment of the Purchase Price upon acceptance of a Right to
Purchase Restricted Stock may be made, in the discretion of the Option
Committee, by (a) cash; (b) check; (c) the surrender of shares of Common Stock
owned by the Offeree that have been held by the Offeree for at least six months,
which surrendered shares shall be valued at Fair Market Value as of the date of
such exercise; (d) any combination of the foregoing methods of payment or any
other consideration or method of payment as shall be permitted by applicable
corporate law.

                15.4    Rights as a Shareholder. Upon complying with the
provisions of Section 15.2 hereof, an Offeree shall have the rights of a
shareholder with respect to the Restricted Stock purchased pursuant to the Right
to Purchase, including voting and dividend rights, subject to the terms,
restrictions and conditions as are set forth in the Stock Purchase Agreement.
Unless the Option Committee shall determine otherwise, certificates evidencing
shares of Restricted Stock shall remain in the possession of the Company in
accordance with the terms of the Stock Purchase Agreement.

                15.5    Restrictions. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered or disposed of
except as specifically provided in the Stock Purchase Agreement or by the Option
Committee. In the event a Participant's Continuous Service as an Employee or
Consultant terminates for any reason, the Stock Purchase Agreement may provide,
in the discretion of the Option Committee, that the Company shall have the
right, exercisable at the discretion of the Option Committee, to repurchase any
shares of Restricted Stock, on such terms as may be provided in the Stock
Purchase Agreement.

                15.6    Vesting of Restricted Stock. The Stock Purchase
Agreement may provide, in the discretion of the Option Committee, standards for
vesting of the Restricted Stock, including dates, performance goals, or other
conditions.

                15.7    Dividends. If payment for shares of Restricted Stock is
made by promissory note, any cash dividends paid with respect to the Restricted
Stock may be applied, in the discretion of the Option Committee, to repayment of
such note.

                15.8    Non-Assignability of Rights. No Right to Purchase shall
be assignable or transferable except by will or the laws of descent and
distribution or as otherwise provided by the Option Committee.

        16.     Change in Stock, Adjustments, Etc. In the event that each of the
outstanding shares of Common Stock (other than shares held by dissenting
shareholders which are not changed or exchanged) should be changed into, or
exchanged for, a different number or kind of shares of stock or other securities
of the


                                      - 6 -

<PAGE>

Company, or, if further changes or exchanges of any stock or other securities
into which the Common Stock shall have been changed, or for which it shall have
been exchanged, shall be made (whether by reason of merger, consolidation,
reorganization, recapitalization, stock dividends, reclassification, split-up,
combination of shares or otherwise), then appropriate adjustment shall be made
by the Option Committee to the aggregate number and kind of shares subject to
this Plan, and the number and kind of shares and the price per share subject to
outstanding Options and Rights to Purchase as provided in the respective Option
Agreements and Stock Purchase Agreements in order to preserve, as nearly as
practical, but not to increase, the benefits to Participants.

        17.     Effective Date of Plan; Termination Date of Plan. Subject to the
approval of the Plan by the affirmative vote of the holders of a majority of the
Company's securities entitled to vote and represented at a meeting duly held in
accordance with applicable law, the Plan shall be deemed effective April 3,
2002. The Plan shall terminate at midnight on April 2, 2012, except as to
Options previously granted and outstanding under the Plan at that time. No
Options or Rights to Purchase shall be granted after the date on which the Plan
terminates. The Plan may be abandoned or terminated at any earlier time by the
Board, except with respect to any Options or Rights to Purchase then outstanding
under the Plan.

        18.     Withholding Taxes. The Company, or any Related Company, may take
such steps as it may deem necessary or appropriate for the withholding of any
taxes which the Company, or any Related Company, is required by any law or
regulation or any governmental authority, whether federal, state or local,
domestic or foreign, to withhold in connection with any Option or Right to
Purchase including, but not limited to, the withholding of all or any portion of
any payment or the withholding of issuance of Option Shares or Restricted Stock
to be issued upon the exercise of any Option.

        19.     Change in Control.

                In the event of a Change in Control of the Company, (a) the
Option Committee, in its discretion, may, at any time an Option or Right to
Purchase is granted, or at any time thereafter, accelerate the time period
relating to the exercise or realization of any Options, Rights to Purchase and
Restricted Stock and (b) with respect to Options and Rights to Purchase, the
Option Committee in its discretion may, at any time an Option or Right to
Purchase is granted, or at any time thereafter, take one or more of the
following actions: (i) provide for the purchase of each Option or Right to
Purchase for an amount of cash or other property that could have been received
upon the exercise of the Option or Right to Purchase had the Option been
currently exercisable, (ii) adjust the terms of the Options and Rights to
Purchase in a manner determined by the Option Committee to reflect the Change in
Control, (iii) cause the Options and Rights to Purchase to be assumed, or new
rights substituted therefor, by another entity, through the continuance of the
Plan and the assumption of outstanding Options and Rights to Purchase, or the
substitution for such Options and Rights to Purchase of new options and new
rights to purchase of comparable value covering shares of a successor
corporation, with appropriate adjustments as to the number and kind of shares
and exercise prices, in which event the Plan and such Options and Rights to
Purchase, or the new options and rights to purchase substituted therefor, shall
continue in the manner and under the terms so provided or (iv) make such other
provision as the Committee may consider equitable. If the Option Committee does
not take any of the foregoing actions, all Options and Rights to Purchase shall
terminate upon the consummation of the Change in Control and the Option
Committee shall cause written notice of the proposed transaction to be given to
all Participants not less than fifteen days prior to the anticipated effective
date of the proposed transaction.

        20.    Amendment.

                (a) The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would impair the
right of a Participant under an outstanding Option


                                      - 7 -

<PAGE>

Agreement or Stock Purchase Agreement. In addition, no such amendment shall be
made without the approval of the Company's shareholders to the extent such
approval is required by law or agreement.

                (b) The Committee may amend the terms of any Option or Right to
Purchase theretofore granted, prospectively or retroactively, but no such
amendment shall impair the rights of any Participant without the Participant's
consent.

                (c) Subject to the above provisions, the Board shall have
authority to amend the Plan to take into account changes in law and tax and
accounting rules as well as other developments, and to grant Options and Rights
to Purchase which qualify for beneficial treatment under such rules without
shareholder approval.

        21.     Other Provisions.

                (a) The use of a masculine gender in the Plan shall also include
within its meaning the feminine, and the singular may include the plural, and
the plural may include the singular, unless the context clearly indicates to the
contrary.

                (b) Any expenses of administering the Plan shall be borne by the
Company.

                (c) This Plan shall be construed to be in addition to any and
all other compensation plans or programs. Neither the adoption of the Plan by
the Board nor the submission of the Plan to the shareholders of the Company for
approval shall be construed as creating any limitations on the power or
authority of the Board to adopt such other additional incentive or other
compensation arrangements as the Board may deem necessary or desirable.

                (d) The validity, construction, interpretation, administration
and effect of the Plan and of its rules and regulations, and the rights of any
and all personnel having or claiming to have an interest therein or thereunder
shall be governed by and determined exclusively and solely in accordance with
the laws of the State of Colorado.


                                 * * * * * * * *





                                      - 8 -






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>16
<FILENAME>d95933ex10-8.txt
<DESCRIPTION>TECHNOLOGY TRANSFER AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.8

                          TECHNOLOGY TRANSFER AGREEMENT

        THIS TECHNOLOGY TRANSFER AGREEMENT (the "Agreement") is made and is
effective as of the last date of signature hereto, (the "Effective Date") by and
between The University of Wyoming, having its statewide office of its Research
Products Center (RPC) at Education Annex Rm. 152 P.O. Box 3672 Laramie, WY
82071-3672, (hereinafter referred to as "UW"), and AspenBio, a Colorado
corporation having a principal place of business at 8100 Southpark Way, Suite
B-1, Littleton, CO 80120 (hereinafter referred to as "COMPANY").

                                    RECITALS

        WHEREAS, Certain inventions disclosed under UW Technology ID No. 02-008,
generally characterized as "[*]", hereinafter collectively referred to as the
"Invention," were made in the course of research at UW, by Prof Thomas R.
Hansen, and Kathy Austin. (hereinafter, "Inventors"); and

        WHEREAS, COMPANY entered into a non-disclosure agreement with UW
effective August 27, 2001 and for the purpose of evaluating the Invention and/or
negotiating a technology transfer agreement; and

        WHEREAS, COMPANY wishes to fund certain research at UW which is of
interest and benefit to COMPANY and UW, and which will further the instructional
and research objectives of UW and the public interest in a manner consistent
with its status as a non-profit, tax-exempt, public, educational institution,
and may derive benefits for both COMPANY and UW by advancing knowledge through
discovery, and by creating new technologies through invention; and

        WHEREAS, COMPANY wishes to obtain certain rights from UW for the
commercial development, manufacture, use, and sale of the Invention or any
Future Invention (defined below), and UW is willing to grant such rights on the
terms and conditions set forth in this Agreement; and

        WHEREAS, UW desires that the Invention and Future Inventions be
developed and utilized to the fullest extent so that the general public can
enjoy its benefits.

        NOW THEREFORE, the parties agree as follows:

                                 1. DEFINITIONS

        1.1 "Affiliate" means any corporation or business entity that directly
or indirectly controls, is controlled by, or is under common control with
COMPANY to the extent of at least 50 percent of the outstanding stock or other
voting rights entitled to elect directors.

*  Portions of this marked Exhibit have been omitted pursuant to a request for
   confidential treatment and filed separately with the Commission.

                                       1
<PAGE>

        1.2 "Research" means a project funded by COMPANY for further research in
the Licensed Field and which is entered into in accordance with the provisions
of Article 5 of this Agreement.

        1.3 "Biological Material(s)" means all (i) hybridomas owned or
controlled by UW and all cell line derivatives, progeny, and material derived
therefrom, (ii) all products containing monoclonal antibodies or fragments
thereof produced by said hybridomas, and iii) recombinant proteins, and (iv)
nucleotide and amino acid sequences, all related to the Invention or Future
Invention.

        1.4 "Future Invention(s)" means any inventions, discoveries, biological
materials, software, know-how, trade secrets, data, works and information
created in the course of and within the scope of the Research.

        1.5 "UW Patent Rights" means any U.S. Patent Applications and U.S.
Patent(s) issuing thereon, and foreign patent(s) and patent application(s)
corresponding to the foregoing, owned by UW, including any reissues, extensions
(including governmental equivalents thereto), substitutions, continuations, and
divisions thereof for Future Inventions.

        1.6 "UW Technology" means all non-patentable, and tangible information,
know-how and physical objects to the extent reasonably necessary or useful to
practice the Invention or Future Invention (including Biological Materials) in
the Licensed Field (other than UW Patent Rights); owned or controlled by UW,
which UW has the right to disclose and license to third parties.

        1.7 "Data" means all information owned or controlled by UW and acquired
by COMPANY, its Affiliates directly or indirectly from or through UW, its units,
its employees, the Inventors, or its consultants relating to the Invention,
Licensed Products, or this Agreement, including but not limited to, all patent
prosecution documents and all information received from Inventors as well as all
UW Technology.

        1.8 "Licensed Field" or "Field" means the use of the Invention or Future
invention for a Bovine Pregnancy Test.

        1.9 "Licensed Method" means any process, method, or use that is covered
by the Invention, Future Invention, UW Technology, Data or UW Patent Rights.

        1.10 "Licensed Product(s)" means any material or product or kit, or any
service, process, or procedure that (i) either is covered by the Invention,
Future Invention, or UW Patent Rights or whose discovery, development,
registration, manufacture, use, or sale would constitute, but for the license
granted to COMPANY pursuant to this Agreement, an infringement of any claim
within UW Patent Rights or (ii) is discovered, developed, made, sold,
registered, or practiced using UW Technology, Data, or Licensed Method or which
may be used to practice the Licensed Method, in whole or in part or (iii) is a
kit, reagent, or material which comprises, contains, or makes use of Biological
Material in its manufacture, testing, use or sale.

        1.11 "Bovine Pregnancy Test" means any material or product or kit, or
any service, process, or procedure that COMPANY sells for testing of bovine
pregnancy.

        1.12 "Net Sales" means the total of the gross consideration received for
a Bovine Pregnancy Test or Licensed Product made, used, leased, transferred,
distributed, sold or otherwise disposed of by COMPANY or its Affiliates, less
the sum of the following actual and customary deductions (net

                                       2
<PAGE>

of rebates or allowances of such deductions received) included on the invoice
and actually paid: cash, trade, or quantity discounts; sales or use taxes
imposed upon particular sales; import/export duties; and transportation charges.
In the event COMPANY or any of its Affiliates makes a transfer of a Bovine
Pregnancy Test or Licensed Product to a third party for other than monetary
consideration or for less than fair market value, such transfer shall be
considered a sale hereunder to be calculated at a fair market value for
accounting and royalty purposes. A Bovine Pregnancy Test or Licensed Product
shall be deemed made, used, leased, transferred, sold, or otherwise disposed of
at the time COMPANY bills, invoices, ships, or receives payment for such
Licensed Product, whichever occurs first.

        1.13 "Territory" means all countries of the world.

                                    2. GRANT

        2.1 Subject to the limitations set forth in this Agreement, UW hereby
grants to COMPANY an exclusive license under the Invention, Future Inventions,
UW Patent Rights, UW Technology, and Data in the Licensed Field to make, have
made, use, distribute and sell Licensed Products and to practice Licensed Method
in the Territory during the term of this Agreement.

        2.2 UW expressly reserves the right to have the Invention, Future
Inventions, and all associated intellectual property rights licensed hereunder
used for educational, research and other non-commercial purposes and to publish
the results thereof.

        2.3 To the extent UW, principally through the Inventors, has provided or
will provide UW Technology, Biological Materials, or Data to COMPANY, it is
understood that at the time of disclosure to the COMPANY some of the UW
Technology, Biological Materials, or Data may have been made available to the
public without restrictions.

                              3. CONTRACT ISSUE FEE

        3.1 COMPANY agrees to pay to UW a Contract Issue Fee of Ten Thousand
Dollars ($10,000) upon execution of this Agreement. This fee is non-refundable
and is not an advance against royalties.

                                   4. RESEARCH

        4.1 COMPANY shall fund Research at UW in the amount of $140,000
(including overhead) for the Research program generally described in Appendix I
to this Agreement. $35,000 of the total amount is payable on January 2, 2002.
The remaining balance is payable in equal installments at six (6) month
intervals thereafter during the period described in Article 4.2 of this
Agreement. Checks should be made payable to University of Wyoming and should
identify the Company and the Principal Investigator and be sent to:

        The University of Wyoming Research Office
        Old Main Rm. 305
        PO Box 3355 Laramie, Wyoming 82071
        Attention: Associate Vice President

                                       3
<PAGE>

        UW will not be obligated to expend funds in excess of those provided
under this Agreement to conduct the Research.

        4.2 Research under this Agreement will be performed during a two year
period beginning with the Effective Date. UW's Principal Investigator for the
Research program described in Appendix II is Professor Thomas R. Hansen. The
Principal Investigator shall be responsible for the direction of the Research
and shall conduct the Research in accordance with applicable policies and
procedures of UW.

        4.3 COMPANY shall appoint a technical or scientific representative
(hereafter COMPANY's Technical Representative") who initially will be Dr. Mark
Colgin, or such other representative as COMPANY may subsequently designate in
writing. During the period of the Research, COMPANY's Technical Representative
may have reasonable access personally or by telephone to discuss the Research
informally with Principal Investigator. Access to work performed in UW
laboratories and at other UW premises in the course of the Research will be
entirely under the control of UW personnel. COMPANY's representatives are
permitted to visit such laboratories and premises only during usual hours of
operation or as is mutually agreeable.

        4.4 The Principal Investigator may make up to two (2) oral reports each
year if requested by COMPANY. Within sixty (60) days after the expiration of the
Research, the Principal Investigator shall submit a comprehensive final written
report to COMPANY.

        4.5 UW has the right to copyright and publish and otherwise publicly
disclose, through technical presentations or otherwise, the information and
results gained in the course of the Research. In order to permit COMPANY an
opportunity to determine if patentable inventions will thereby be disclosed, the
Principal Investigator will provide COMPANY with copies of articles written by
project personnel reporting on the Research prior to submission for publication.
If COMPANY wishes to request that the article be delayed so that a patent
application may be filed on an invention disclosed in such article, COMPANY
shall so notify Principal Investigator and UW in writing within thirty (30) days
of receipt of the proposed publication from UW.

        4.6 All rights in Future Inventions shall be the property of UW in
accordance with the applicable policies and procedures of UW, and subject to the
licenses granted in this agreement. UW shall promptly report any such Future
Inventions to COMPANY upon receipt by its Research Products Center of a
completed written disclosure (hereinafter "Disclosure") thereof from the
Principal Investigator.

        4.7 In the event UW's Principal Investigator is unavailable or unable to
continue direction of the Research for a period in excess of ninety (90) days,
UW shall notify COMPANY and may nominate a replacement; if UW does not nominate
a replacement or if that replacement is unsatisfactory to COMPANY, COMPANY may
terminate the Research upon thirty (30) days written notice and such right to
terminate shall be COMPANY's sole remedy at law or in equity.

        4.8 UW shall retain title to all equipment purchased and/or fabricated
by it with funds provided by COMPANY under the Research.

        4.9 UW will be excused from performance of the Research if a delay is
caused by inclement weather, fire, flood, strike or other labor dispute, acts of
God, acts of governmental officials or

                                       4
<PAGE>

agencies, or any other cause beyond the control of UW. The excusable delay is
allowed for the period of time affected by the delay. If a delay occurs, the
parties will revise the performance period of the Research or other provisions
of the Research, as appropriate.

           5. PATENT PROSECUTION AND MAINTENANCE FOR FUTURE INVENTIONS

        5.1 If, within sixty (60) days of Disclosure of a Future Invention to
COMPANY by UW, COMPANY notifies UW that it elects to include the Future
Invention into this agreement, then UW shall diligently prosecute and maintain
United States patent applications and patents for the Future Invention using
counsel agreed to by UW and COMPANY. Counsel shall take instructions only from
UW. UW shall provide COMPANY with copies of all relevant documentation so that
COMPANY may be informed and apprised of the continuing prosecution. COMPANY
agrees to keep this documentation confidential. All costs of preparing, filing,
prosecuting, defending, and maintaining all United States patent applications
and/or patents, including interferences and oppositions, and all corresponding
foreign patent applications and patents for Future Inventions covered by UW
Patent Rights shall be borne by COMPANY. If COMPANY for any reason elects not to
include the Future Invention in this Agreement, then COMPANY shall no longer
thereafter have any rights with respect to the Future Invention.

        5.2 UW shall give due consideration to amending any patent application
to include claims reasonably requested by COMPANY to protect the Licensed
Products contemplated to be sold under this Agreement.

        5.3 UW shall, at the request of COMPANY, file, prosecute, and maintain
patent applications and patents covered by UW Patent Rights in foreign countries
if available. COMPANY shall notify UW within three (3) months of the filing of
the corresponding United States application of its decision to obtain all other
foreign patents. This notice shall be in writing and shall identify the
countries desired. The absence of such a notice from COMPANY shall be considered
by UW to be an election not to request foreign rights.

        5.4 COMPANY's obligation to underwrite and to pay U.S. and foreign
patent prosecution and maintenance costs shall continue for so long as this
Agreement remains in effect, provided, however, that COMPANY may terminate its
obligations with respect to any given patent application or patent upon three
(3) months' prior written notice to UW. UW shall use reasonable efforts to
curtail future patent costs when such a notice is received from COMPANY. COMPANY
shall promptly pay patent costs which cannot be so curtailed. Commencing on the
effective date of such notice, UW may continue prosecution and/or maintenance of
such application(s) or patent(s) at its sole discretion and expense, and COMPANY
shall have no further right or licenses thereunder.

        5.5 UW shall have the right to file patent applications at its own
expense in any country or countries in which COMPANY has not elected to secure
patent rights or in which COMPANY's patent rights hereunder have terminated, and
such applications and resultant patents shall not be subject to this Agreement
and may be freely licensed by UW to third parties together with UW Technology.

                                       5
<PAGE>

                                  6. ROYALTIES

        6.1 COMPANY shall pay to UW a running royalty of two and one-half
percent (2.5%) of Net Sales for as long as a Bovine Pregnancy Test is sold by
COMPANY. Sales among COMPANY and Affiliates for ultimate third party use shall
be disregarded for purposes of computing royalties; royalties shall be payable
only upon sales or transfers between unrelated parties and shall be based on
arms length consideration.

        6.2 Royalties payable to UW shall be paid to UW quarterly on or before
the following dates of each calendar year:

                             February 28           May 31

                             August 31             November 30

Each such payment will be for unpaid royalties on collected funds that accrued
within COMPANY's most recently completed calendar quarter.

        6.3 If COMPANY notifies UW that it elects to include a Future Invention
into this agreement, COMPANY shall pay to UW annual minimum royalties equal to
the amounts set forth on the following schedule:

        A payment in the amount of $25,000 in the first year of commercial
        sales;
        A payment in the amount of $50,000 in the second year of commercial
        sales;
        A payment in the amount of $125,000 in the third year of commercial
        sales;
        A payment in the amount of $250,000 in the fourth year of commercial
        sales; and annually thereafter, for the term of this Agreement beginning
        with the date of first commercial sale of Licensed Product.

This annual minimum royalty shall be paid to UW by February 28 of each year and
shall be credited against the earned royalty due and owing for the calendar year
in which the minimum annual royalty is paid. The first year's annual minimum
royalty shall be prorated by the fractional number of full months remaining in
that calendar year and shall be paid within forty-five days (45) of the date of
first commercial sale of a Licensed Product.

        6.4 All amounts due VW shall be payable in United States Dollars in
Laramie, WY. When Bovine Pregnancy Tests or Licensed Products are sold for
monies other than United States Dollars, the earned royalties will first be
determined in the foreign currency of the country in which such Bovine Pregnancy
Tests or Licensed Products were sold and then converted into equivalent United
States Dollars. Royalties will be paid on funds received by COMPANY,
post-conversion.

        6.5 COMPANY shall be responsible for any and all taxes, fees, or other
charges imposed by the government of any country outside the United States on
the remittance of royalty income for sales occurring in any such country.
COMPANY shall also be responsible for all bank transfer charges.

                                       6
<PAGE>

                                  7. DILIGENCE

        7.1 COMPANY, upon execution of this Agreement, shall use its best
efforts to develop, test, obtain any required governmental approvals,
manufacture, market and sell Bovine Pregnancy Test or Licensed Products in all
countries of the Territory and shall earnestly and diligently endeavor to market
the same within a reasonable time after execution of this Agreement and in
quantities sufficient to meet the market demands therefor.

                         8. PROGRESS AND ROYALTY REPORTS

        8.1 Beginning six (6) months after the Effective Date, and semi-annually
thereafter, COMPANY shall submit to UW a progress report covering COMPANY's
activities related to the development and testing of a Bovine Pregnancy Test and
Licensed Products and the obtaining of the governmental approvals necessary for
marketing. These progress reports shall be made for each Bovine Pregnancy Test
and Licensed Product in each country of the Territory.

        8.2 The progress reports submitted under section 9.1 shall include
sufficient information to enable UW to determine COMPANY's progress in
fulfilling its obligations under Article 7, including, but not limited to, the
following topics:

        -       summary of work completed

        -       summary of work in progress, including product development and
                testing and progress in obtaining government approvals

        -       current schedule of anticipated events or milestones market
                plans for introduction of Bovine Pregnancy Test and Licensed
                Products in countries of the Territory in which Licensed Product
                has not been introduced

        -       summary of resources (dollar value) spent in the reporting
                period for research, development, and marketing of Licensed
                Products

        -       financial statements as of the end of the previous calendar
                quarter

        8.3 COMPANY shall have a continuing responsibility to keep UW informed
of the large/small entity status (as defined by the United States Patent and
Trademark Office) of itself.

        8.4 COMPANY shall report to UW in its immediately subsequent progress
and royalty report the date of first commercial sale of each Bovine Pregnancy
Test or Licensed Product in each country.

        8.5 After the first commercial sale of a Bovine Pregnancy Test or
Licensed Product anywhere in the world, COMPANY will make quarterly royalty
reports to UW on or before each February 28, May 31, August 31 and November 30
of each year. Each such royalty report will cover COMPANY's most recently
completed calendar quarter and will show (a) the units and gross sales and Net
Sales of each type of Bovine Pregnancy Test and Licensed Product sold by COMPANY
on which royalties have not been paid, including a clear indication of how Net
Sales were calculated; (b) the royalties and fees, in U.S. dollars, payable
hereunder, (c) the method used to calculate the royalty; (d) the exchange rates
used, if any; and (d) any other information relating to the foregoing reasonably
requested by UW.

                                       7
<PAGE>

        8.6 If no sales of Bovine Pregnancy Test or Licensed Products have been
made during any reporting period, a statement to this effect shall be made by
COMPANY.

        9.1 COMPANY shall keep and cause its Affiliates to keep books and
records in accordance with generally acceptable accounting principles accurately
showing all transactions and information relating to this Agreement. Such books
and records shall be preserved for at least five (5) years from the date of the
entry to which they pertain and shall be open to inspection by representatives
or agents of UW at reasonable times upon reasonable notice.

        9.2 The fees and expenses of UW's representatives performing such an
examination shall be borne by UW. However, if an error in royalties of more than
five percent (5%) of the total royalties due for any year is discovered, or if
as a result of the examination it is determined that COMPANY is in material
breach of its other obligations under this Agreement, then the fees and expenses
of these representatives shall be borne by COMPANY, and COMPANY shall promptly
reimburse UW for reasonably documented audit expenses as well as all overdue
royalty and late interest payments.

                            10. TERM OF THE AGREEMENT

        10.1 Unless otherwise terminated by operation of law or by acts of the
parties in accordance with the provisions of this Agreement, this Agreement
shall be in force from the Effective Date and shall remain in effect in each
country of the Territory until the expiration of the last-to-expire patent of
the UW Patent Rights in such country or 10 years from the date of first
commercial sale of a Bovine Pregnancy Test or Licensed Product in such country,
whichever is later.

        10.2 Any expiration or termination of this Agreement shall not affect
the rights and obligations set forth in the following Articles:

                Article 6       Royalties
                Article 9       Books and Records
                Article 12      Disposition of Licensed Products
                                On Hand Upon Termination
                Article 13      Use of Names, Trademarks and
                Article 17      Indemnification
                Article 22      Failure to Perform
                Article 26      Confidentiality

                    11. TERMINATION FOR CAUSE BY EITHER PARTY

        11.1 If one party should breach or fail to perform any provision of this
Agreement, then the other party may give written notice of such default (Notice
of Default) to the breaching party. If the breaching party should fail to cure
such default within sixty (60) days of notice thereof, the nonbreaching party
shall have the right to terminate this Agreement and the licenses herein by a
second written notice (Notice of Termination) to the breaching party. If a
Notice of Termination is sent to breaching party, this Agreement shall
automatically terminate on the effective date of such notice. Termination shall
not relieve breaching party of its obligation to pay all amounts due to the
nonbreaching party as of the effective date of termination and shall not impair
any accrued rights of the non-breaching party.

                                       8
<PAGE>

              12. DISPOSITION OF LICENSED PRODUCTS AND INFORMATION
                            ON HAND UPON TERMINATION

        12.1 Upon termination this Agreement for breach or cause by either party
(i) COMPANY shall have the privilege of disposing of all previously made or
partially made Licensed Products (COMPANY may complete partially made Licensed
Products), but no more, within a period of one hundred and eighty (180) days
after the initial notice of termination, provided, however, that the disposition
of such Licensed Products shall be subject to the terms of this Agreement
including, but not limited to, the payment of royalties at the rate and at the
time provided herein and the rendering of reports thereon; (ii) COMPANY shall
promptly return, and shall cause its Affiliates to return, to UW all property
belonging to UW including without limitation UW Technology and Data, if any,
that has been provided to COMPANY or its Affiliates hereunder, and all copies
and facsimiles thereof and derivatives therefrom (except that COMPANY may retain
one copy of written material for record purposes only, provided such material is
not used by COMPANY for any other purpose and is not disclosed to others).

            13. USE OF NAMES, TRADEMARKS AND CONFIDENTIAL INFORMATION

        13.1 Nothing contained in this Agreement shall be construed as granting
any right to COMPANY or its Affiliates to use in advertising, publicity, or
other promotional activities or otherwise any name, trade name, trademark, or
other designation of UW or any of its units (including contraction, abbreviation
or simulation of any of the foregoing). Unless required by law or consented to
in advance in writing by an authorized representative of UW, the use by COMPANY
of the name, "University of Wyoming" or any campus or unit of UW is expressly
prohibited.

                              14. LIMITED WARRANTY

        14.1 UW warrants to COMPANY that it has the lawful right to enter into
this agreement.

        14.2 The licenses contained herein and associated Inventions and Future
Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. UW MAKES NO
REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL
NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.

        14.3 IN NO EVENT WILL UW BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL
OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, RESULTING
FROM EXERCISE OF THIS LICENSE OR MANUFACTURE. SALE, OR USE OF THE INVENTION OR
LICENSED PRODUCTS OR UW INTELLECTUAL PROPERTY LICENSED HEREUNDER.

        14.4 Nothing in this Agreement shall be construed as:

                (14.4a) a warranty or representation by UW as to the validity or
                        scope of any UW Patent Rights; or
                (14.4b) a warranty or representation that anything made, used,
                        sold or otherwise disposed of under any license granted
                        in this Agreement is or will be free

                                       9
<PAGE>

                        from infringement of patents or other intellectual
                        property rights of third parties; or
                (14.4c) an obligation to bring or prosecute actions or suits
                        against third parties except as provided in Article 16;
                        or
                (14.4d) conferring by implication, estoppel or otherwise any
                        license or rights under any patents or other
                        intellectual property of UW other than UW Patent Rights
                        and UW Technology, regardless of whether such patents
                        are dominant or subordinate to UW Patent Rights; or
                (14.4e) an obligation to furnish any know-how not provided in UW
                        intellectual property licensed hereunder.

                               15. PATENT MARKING

        15.1 COMPANY shall mark all Licensed Products made, used, sold or
otherwise disposed of under the terms of this Agreement, and/or their
containers, in accordance with the applicable patent marking laws.

                             16. PATENT INFRINGEMENT

        16.1 In the event that COMPANY shall learn of the substantial
infringement of UW Patent Rights, COMPANY shall notify UW in writing and shall
provide UW with reasonable evidence of such infringement. Both parties to this
Agreement agree that during the period and in a jurisdiction where COMPANY has
exclusive rights under this Agreement, neither will notify a third party of the
infringement of any of UW Patent Rights without first obtaining consent of the
other Party, which consent shall not be unreasonably denied. Both parties shall
use their best efforts in cooperation with each other to terminate such
infringement without litigation.

        16.2 COMPANY may request that UW take legal action against the
infringement of UW Patent Rights. Such request shall be made in writing and
shall include reasonable evidence of such infringement and damages to COMPANY.
If the infringing activity has not been abated within ninety (90) days following
the effective date of such request, UW shall have the right to commence suit on
its own account or refuse to commence such suit. UW shall give notice of its
election in writing to COMPANY by the end of the one-hundredth (100th) day after
receiving notice of such request from COMPANY. COMPANY may thereafter bring suit
for patent infringement if and only if UW refuses to commence suit and if the
infringement occurred during the period and in a jurisdiction where COMPANY had
exclusive rights under this Agreement. However, in the event COMPANY elects to
bring suit in accordance with this paragraph, UW may thereafter join such suit
at its own expense.

        16.3 Such legal action as is decided upon shall be at the expense of the
party on account of whom suit is brought and all recoveries recovered thereby
shall belong to such party, provided, however, that recoveries from legal
actions brought jointly by UW and COMPANY shall be shared equally by them, after
paying the reasonable legal expenses of both parties.

        16.4 Each party agrees to cooperate with the other in litigation
proceedings instituted hereunder but at the expense of the party on account of
whom suit is brought for out-of-pocket expenses. Such litigation shall be
controlled by the party bringing the suit. Each party may be represented by
counsel of its choice at its own expense.

                                       10
<PAGE>

                        17. INDEMNIFICATION AND INSURANCE

        17.1 COMPANY shall indemnify, hold harmless and defend the State of
Wyoming, UW, its trustees, officers, employees, students, agents and the
Inventors against any and all claims, suits, losses, liabilities, damages,
costs, fees and expenses (including reasonable attorneys' fees) resulting from
or arising out of the exercise of the rights granted under this license. This
indemnification shall include, but is not limited to, any and all claims
alleging products liability.

        17.2 Throughout the term of this Agreement, and to the extent applicable
from and after the date of first commercial sale of a Licensed Product, COMPANY
shall maintain commercially issued policies of insurance, or programs of
self-insurance with financial reserves sufficient to support its obligations
under this Agreement, which provide coverage and limits as required by statute
or as necessary to prudently insure the activities and operations of COMPANY.
The commercial general liability insurance policy, or liability self-insurance
program, shall include the interests of UW as an additional insured and provide
coverage limits of not less than $1,000,000 combined single limits as respects
premises, operations, contractual liability and, if applicable, liability
arising out of products and/or completed operations. COMPANY shall provide UW
with certificates of insurance for commercially insured policies, or a letter
from COMPANY's independent auditors stating its opinion as to the adequacy of
any self-insurance program.

        It is expressly agreed that the insurance or self-insurance are minimum
requirements which shall not in any way limit the liability of COMPANY and shall
be primary coverage. Any insurance or selfinsurance program maintained by UW
shall be excess and noncontributory.

        17.3 UW shall promptly notify COMPANY in writing of any claim or suit
brought against UW in respect of which UW intends to invoke the provisions of
Article 17. COMPANY shall keep UW informed on a current basis of its defense of
any claims pursuant to Article 17.

                                   18. NOTICES

        18.1 Any notice or payment required to be given to either party shall be
deemed to have been properly given and to be effective (a) on the date of
delivery if delivered in person, (b) five (5) days after mailing if mailed by
first-class certified mail, postage paid and deposited in the United States
mail, to the respective addresses given below, or to such other address as it
shall designate by written notice given to the other party or (c) on the date of
delivery if delivered by express delivery service such as Federal Express or
DHL.

        In the case of COMPANY:         AspenBio, Inc.
                                        8100 Southpark Way, Suite B-1
                                        Littleton, CO 80120
                                        Attention: President

                                       11
<PAGE>

        In the case of UW:              Wyoming Research Products Center
                                        University of Wyoming
                                        Education Annex Rm. 152
                                        P.O. Box 3672
                                        Laramie, WY 82071-3672
                                        Attention: Director

                                19. ASSIGNABILITY

        19.1 This Agreement is binding upon and shall inure to the benefit of
UW, its successors and assigns, but shall be personal to COMPANY and assignable
by , COMPANY only with the written consent of UW, which consent shall not be
unreasonably withheld.

                                20. LATE PAYMENTS

        20.1 In the event any amounts due UW hereunder, including but not
limited to royalty payments, fees and patent cost reimbursements, are not
received when due, COMPANY shall pay to UW interest charges at a rate of
eighteen (18) percent per annum or the highest rate permitted by law, if less
than eighteen percent. Such interest shall be calculated from the date payment
was due until actually received by UW.

                                   21. WAIVER

        21.1 It is agreed that failure to enforce any provisions of this
Agreement by a party shall not be deemed a waiver of any breach or default
hereunder by the other party. It is further agreed that no express waiver by
either party hereto of any breach or default of any of the covenants or
agreements herein set forth shall be deemed a waiver as to any subsequent and/or
similar breach or default.

                             22. FAILURE TO PERFORM

        22.1 In the event of a failure of performance due under the terms of
this Agreement and if it becomes necessary for either party to undertake legal
action against the other on account thereof, then the prevailing party shall be
entitled to reasonable attorney's fees in addition to costs and necessary
disbursements.

                               23. GOVERNING LAWS

        23.1 The laws of the State of Wyoming shall govern all legal matters
relating to this agreement, but the scope and validity of any patent or patent
application shall be governed by the applicable laws of the country of such
patent or patent application. The University of Wyoming does not waive its
sovereign immunity or its governmental immunity by entering into this Agreement.
Any actions or claims against UW under this Agreement must be in accordance with
and are controlled by the Wyoming governmental Claims Act, W.S. 1-39-101 et.
seq. - (1977) as amended.

                                       12
<PAGE>

                 24. FOREIGN GOVERNMENT APPROVAL OR REGISTRATION

        24.1 If this Agreement or any associated transaction is required by the
law of any nation to be either approved or registered with any governmental
agency, COMPANY shall assume all legal obligations to do so and the costs in
connection therewith.

                             25. EXPORT CONTROL LAWS

        25.1 COMPANY shall observe all applicable United States and foreign laws
with respect to the transfer of Licensed Products and related technical data to
foreign countries, including, without limitation, the International Traffic in
Arms Regulations (ITAR) and the Export Administration Regulations.

                               26. CONFIDENTIALITY

        26.1 COMPANY (i) shall not use any Biological Material, UW Technology,
Data or unpublished UW Patent Rights, except for the sole purpose of performing
this Agreement, (ii) shall safeguard the same against disclosure to others with
the same degree of care as it exercises with its own data of a similar nature,
and (iii) shall not disclose or permit the disclosure of Data or unpublished UW
Patent Rights to others (except to its employees, agents or consultants who are
bound to COMPANY and UW by a like obligation of confidentiality) without the
express written permission of UW, except that COMPANY shall not be prevented
from using or disclosing any Data:

        (26.1a) which COMPANY can demonstrate by written records was previously
                known to it; or

        (26.1b) which is now, or becomes in the future, information generally
                available to the public in the form supplied, other than through
                acts or omissions of COMPANY; or

        (26.1c) which is lawfully obtained by COMPANY from sources independent
                of UW who were entitled to provide such information to COMPANY;
                or

        (26.1d) which is required by law to be disclosed.

        26.2 UW and COMPANY each agree that all information contained in
documents marked "Confidential" and forwarded to one by the other (i) be
received in strict confidence, (ii) be used only for the purposes of this
Agreement, and (iii) not be disclosed by the recipient party, its agents or
employees without the prior written consent of the other party, except to the
extent that the recipient party can establish competent written proof that such
information:

        a. was in the public domain at the time of disclosure;

        b. later became part of the public domain through no act or omission of
           the recipient party, its employees, agents, successors or assigns;

        c. was lawfully disclosed to the recipient party by a third party having
           the right to disclose it;

        d. was already known by the recipient party at the time of disclosure;

        e. was independently developed by the recipient; or

        f. is required by law or regulation to be disclosed.

                                       13
<PAGE>

        26.3 Each party's obligation of confidence hereunder shall be fulfilled
by using at least the same degree of care with the other party's confidential
information as it uses to protect its own confidential information.

                                27. MISCELLANEOUS

        27.1 The headings of the several articles are inserted for convenience
of reference only and are not intended to be a part of or to affect the meaning
or interpretation of this Agreement.

        27.2 This Agreement will not be binding upon the parties until it has
been signed below on behalf of each party by a duly authorized representative.

        27.3 No amendment or modification hereof shall be valid or binding upon
the parties unless made in writing and signed on behalf of each party by a duly
authorized representative.

        27.4 This Agreement embodies the entire understanding of the parties and
shall supersede all previous and contemporaneous communications, representations
or understandings, either oral or written, between the parties relating to the
subject matter hereof, except that the confidentiality agreement executed on
8/27/01 between the parties shall remain in effect.

        27.5 COMPANY shall not enter into any agreements relating to this
Agreement with Inventors or other UW employees or students in contravention of
the legal rights or policies of UW.

        27.6 In case any of the provisions contained in this Agreement shall be
held to be invalid, illegal or unenforceable in any respect, (i)such invalidity,
illegality or unenforceability shall not affect any other provisions hereof,
(ii) the particular provision, to the extent permitted by law, shall be
reasonably construed and equitably reformed to be valid and enforceable and
(iii) this Agreement shall be construed as if such invalid or illegal or
unenforceable provisions had never been contained herein.

        27.7 UW shall have the right to terminate this Agreement forthwith by
giving written notice of termination to COMPANY at any time upon or after the
filing by COMPANY of a petition in bankruptcy or insolvency, or upon or after
any adjudication that COMPANY is bankrupt or insolvent, or upon or after the
filing by COMPANY of any petition or answer seeking judicial reorganization,
readjustment or arrangement of the business of COMPANY under any law relating to
bankruptcy or insolvency, or upon or after the appointment of a receiver for all
or substantially all of the property of COMPANY, or upon or after the making of
any assignment or attempted assignment for the benefit of creditors, or upon or
after the institution of any proceeding or passage of any resolution for the
liquidation or winding up of COMPANY's business or for termination of its
corporate life.

                                       14
<PAGE>

                                   Appendix II
                                  Research Plan

SUMMARY

        Currently we have limited evidence that detection of [*] mRNA or protein
can be used as an early pregnancy test in cows. Limitations of this approach are
that peripheral blood mononuclear cells need to be purified and this is
technically difficult to accomplish. We generated polyclonal and monoclonal
antibodies against recombinant [*]. An ELISA was developed with a sensitivity of
-50 ng/ml. Our challenge now is to develop a more sensitive test using either
antibody and/or RNA approaches so that detection of [*] in the blood is a
reliable and sensitive indicator for early pregnancy in the cow. These
experiments will continue over the next two years.

        We also are initiating a new series of experiments designed to identify
other pregnancy- specific antigens in white blood cells using modern molecular
biology approaches. The approaches of differential display and, possibly,
subtractive libraries will be used during the first year to identify gene
products that are either enhanced or suppressed in white blood cells in response
to pregnancy on day 18 and 22.

SPECIFIC AIMS

        The purpose of the following experiments is to develop an early
pregnancy test in cows. The first aim tests the hypothesis that detection of [*]
in the blood can be used as an effective early pregnancy test in cows. The
second and third aims are to screen blood cells from pregnant and non-pregnant
cows so that additional proteins/antigens can be identified and tested for
efficacy of use as an early pregnancy test. Aims are listed below for clarity:

        Aim 1. Continue work in developing a pregnancy test based on detection
        of [*] mRNA and protein in blood cells (Years 1-2).
        Aim 2. Identify additional genes that are induced or up-regulated in
        blood cells in response to pregnancy (Year 1).
        Aim 3. Develop additional antibody and/or RNA detection approaches based
        on identification of gene products identified in Aim 1 (Year 2).

CONCLUDING REMARKS

        We propose to complete the experiments over two years. The costs
associated with these experiments are $140,000. I believe that we can accomplish
what is described in the proposed time frame. If one additional year is required
to complete experiments, we will continue under current budgetary guidelines
(i.e., simply roll over funds into the third year). It will become difficult to
generate antibodies against all antigens that will be discovered following
completion of differential display or subtractive library approaches. The number
of antigens that we identify could be limiting. Also, the inherent properties or
soluability of the antigen might make purification a difficult chore. In
consultation with scientists at AspenBio we would select/prioritize a few
antigens (if there are many) to be generated as recombinant proteins for the
purposes of making antibodies. The ultimate goal of the experiments would be to
identify a single antigen/antibody that could be used to develop an accurate
early pregnancy test in cows. It is assumed that AspenBio will make separate


*  Portions of this marked Exhibit have been omitted pursuant to a request for
   confidential treatment and filed separately with the Commission.


                                       15

<PAGE>

arrangements for future mass-production of antibodies required for the final
marketed pregnancy test. We look forward to working closely with scientists at
AspenBio and hope to maintain flexibility so that additional approaches in
developing an early bovine pregnancy test may be implemented as needed.

        27.8 Neither COMPANY nor its Affiliates shall originate any publicity,
news release or other public announcement, written or oral, relating to this
Agreement or the existence of an arrangement between the parties, except as
required by law, without the prior written approval of UW, which approval shall
not be unreasonably withheld.

        27.9 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

        27.10 Nothing herein shall be deemed to constitute one party as the
agent or representative of the other party or both parties as joint venturers or
partners. Each party is an independent contractor.

        IN WITNESS WHEREOF, both UW and COMPANY have executed this Agreement, in
duplicate originals, by their duly authorized representatives on the day and
year hereinafter written.

<TABLE>
<CAPTION>
AspenBio                                           University of Wyoming
<S>                                                <C>
By:/s/ Roger Hurst                                 By:    /s/Daniel Baccari
   ---------------------------------                  ----------------------------------------

Name:Roger Hurst                                   Name:  Daniel Baccari
     -------------------------------                    --------------------------------------

Title:President                                    Title: Vice President
      ------------------------------                     -------------------------------------

Date:10/29/01                                      Date:  10/25/01
     -------------------------------                    --------------------------------------
</TABLE>

                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>17
<FILENAME>d95933ex10-9.txt
<DESCRIPTION>LICENSE AGREEMENT - DETERMINATION OF STATUS
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.9

                                LICENSE AGREEMENT

                                       FOR

                 DETERMINATION OF PREGNANCY STATUS OF UNGULATES

                                     BETWEEN

                                 ASPENBIO, INC.

                                       AND

                       THE IDAHO RESEARCH FOUNDATION, INC.

<PAGE>

<TABLE>
<S>                                                                                        <C>
1. DEFINITIONS...............................................................................2
--------------
2. GRANT OF LICENSES.........................................................................3
--------------------
3. SUBLICENSES...............................................................................4
--------------
4. LICENSE FEES..............................................................................4
---------------
5. ROYALTIES.................................................................................5
------------
6. DUE DILIGENCE.............................................................................6
----------------
7. REPORTS AND RECORD KEEPING................................................................7
-----------------------------
8. TERM AND TERMINATION......................................................................9
-----------------------
9. TERMINATION BY IRF.......................................................................10
---------------------
10. TERMINATION BY ASPENBIO. INC............................................................11
---------------------------------
11. PROSECUTION AND MAINTENANCE OF IRF PATENT RIGHTS........................................11
----------------------------------------------------
12. PATENT MARKING..........................................................................12
------------------
13. PATENT INFRINGEMENT.....................................................................12
-----------------------
14. CONFIDENTIALITY.........................................................................14
-------------------
15. NON-USE OF NAMES AND TRADEMARKS.........................................................15
-----------------------------------
16. LIMITED WARRANTY........................................................................16
--------------------
17. INDEMNIFICATION.........................................................................17
-------------------
18. ASSIGNABILITY...........................................................................18
-----------------
20. PAYMENTS, NOTICES AND OTHER COMMUNICATIONS..............................................19
----------------------------------------------
21. MISCELLANEOUS PROVISIONS................................................................19
----------------------------
</TABLE>

<PAGE>

IRF CASE: 01-015

                            IDAHO RESEARCH FOUNDATION

                            PATENT LICENSE AGREEMENT

                                       FOR

                 DETERMINATION OF PREGNANCY STATUS OF UNGULATES

                THIS LICENSE AGREEMENT (the "Agreement") is made and entered
into this 25th day of September, 2001 (the "Effective Date") by and between the
IDAHO RESEARCH FOUNDATION, a not-for-profit corporation duly organized and
existing under the laws of the State of Idaho and having its principal office at
Morrill Hall 103, University of Idaho, Moscow, Idaho, 83844-3003, U.S.A.
(hereinafter referred to as IRF), and ASPEN BIO INC. and having an address at
8100 Southpark Way, B-1, Littleton, Colorado 80120 (hereinafter referred to as
"Aspen Bio".)

                                   WITNESSETH

                WHEREAS, the IRF is a nonprofit technology transfer organization
dedicated to building the research capability of the University of Idaho; and

                WHEREAS, the University of Idaho assigns all commercial rights
to intellectual property to the IRF so that it may be used for the public good
and so that income generated from the commercialization of such property can be
used to attract and retain outstanding faculty and staff; and

                WHEREAS, certain inventions, technology, knowledge and
information generally characterized as DETERMINATION OF PREGNANCY STATUS OF
UNGULATES, (hereinafter collectively referred to as "the Invention"), were made
or obtained in the course of

<PAGE>

research at the University of Idaho by TROY L. OTT and are covered by IRF Patent
Rights (as defined below); and

                WHEREAS, the Inventor(s) have assigned to IRF the ownership
rights to the Invention, as provided in an assignment agreement made and
effective [DATE OF ASSIGNMENT IF APPLICABLE] and attached hereto as Exhibit A;
and

                WHEREAS, ASPENBIO, INC. entered into a Confidential Disclosure
Agreement (IRF Agreement No.: 4150-501) with IRF effective September 12th, 2001
and terminating September 12th, 2006 for the purpose of evaluating the
Invention; and

                WHEREAS, ASPENBIO, INC. is desirous of obtaining the exclusive
rights from IRF for the development, use, and sale of products derived from the
Technology, and IRF is willing to grant such rights; and

                WHEREAS, both parties recognize and agree that royalties due
hereunder will be paid on the issued patents and any pending patents so long as
such patents are valid and remain in full force and effect, but only by the
extent covered in this licensing agreement.

                NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto mutually
agree as follows:

                                 1. DEFINITIONS

                1.1     "Invention" is defined in the fourth paragraph of the
recitals of this Agreement.

                1.2     "IRF Patent Rights" shall mean any and all U.S. and
foreign patent rights now or hereafter owned by IRF to the Invention, including,
but not limited to, any subject matter claimed in or covered by any of the
following: U.S. Patent no. 60/299,533 entitled DETERMINATION OF PREGNANCY STATUS
OF UNGULATES, filed June 19th, 2001 by TROY L. OTT and assigned to IRF. The
patents and patent applications comprising IRF Patent

                                       2
<PAGE>

Rights are listed in Exhibit B attached hereto, which Exhibit shall be amended
as patent applications are issued or abandoned, and as additional patent
applications are filed by IRF.

                1.3     "IRF Property Rights" shall mean property rights owned
by IRF to the "Invention".

                1.4     "Licensed Technology" shall mean any material or method
for use, either is covered by IRF Patent Rights or employs materials or methods
covered by IRF Patent Rights in its manufacture or operation, or whose
manufacture, use, sale or practice would constitute, but for the license granted
to ASPENBIO, INC. pursuant to this Agreement, an infringement of any claim
within IRF Patent Rights.

                1.5     "Included Territory" means all of the world.

                1.6     "Affiliate" shall mean any corporation or other business
entity in which ASPENBIO, INC., shall own or control, directly or indirectly, at
least fifty percent (50%) of the outstanding stock or other voting rights
entitled to elect directors; provided, however, that in any country where the
local law shall not permit foreign equity participation of at least 50%, then an
"Affiliate" shall include any company in which ASPENBIO, INC.'S PARENT IF
APPLICABLE shall own or control, directly or indirectly, the maximum percentage
of such outstanding stock or voting rights permitted by local law.

                              2. GRANT OF LICENSES

                2.1     Subject to the limitations set forth in this Agreement,
IRF hereby grants to an exclusive field of use, worldwide license of IRF Patent
Rights to make, have made, use, sell and sublicense Licensed Technologies.

                2.2     Subject to the limitations set forth in this Agreement,
IRF hereby grants to ASPENBIO, INC. an exclusive worldwide license of IRF
Property Rights to possess, and practice the Invention.

                                       3
<PAGE>

               2.3 IRF expressly reserves the right, for itself and for the
University of Idaho, to use the Invention for educational and research purposes,
except that in no event will the IRF or the University of Idaho use or disclose
the Invention in any manner that would permit any third party to use the
Invention.

                                 3. SUBLICENSES

                3.1     As part of the licenses granted to ASPENBIO, INC.
pursuant to Article 2, and not in limitation thereof, IRF also grants to
ASPENBIO, INC. the right to issue sublicenses to third parties of all or part of
the rights granted to ASPENBIO, INC. in Article 2 of this Agreement. To the
extent applicable, such sublicenses shall include all of the rights of and
obligations due to IRF that are contained in this Agreement.

                3.2     ASPENBIO, INC. shall provide IRF with a copy of each
sublicense issued hereunder; pay to IRF its portion of royalties paid to
ASPENBIO, INC. from Sub licensee, and summarize and deliver all reports due IRF
from Sub Licensee. ASPENBIO, INC. shall use reasonable and prudent business
practices in its selection of Sub Licensee and in the collection of royalty
payments due IRF.

                3.3     Upon termination of ASPENBIO, INC.'S rights under this
Agreement pursuant to Section 9.1 and 10.1 of this Agreement, all Sub licensees'
current in their obligations to IRF shall be, without recourse or
representation, assigned to IRF and be continued by IRF pursuant to the terms
thereof so long as such Sub licensee performs all of its obligations there
under.

                                 4. LICENSE FEES

                4.1     ASPENBIO, INC. agrees to pay to IRF a license issue fee
of TWENTY THOUSAND DOLLARS ($20,000) payable upon execution of this Agreement.

                4.2     This fee is non-refundable and is not an advance against
royalties.

                                       4
<PAGE>

                                  5. ROYALTIES

                5.1     ASPENBIO, INC. shall also pay to IRF the following
earned royalty on all Revenues (as hereinafter defined) from Licensed
Technologies. "Revenue" shall be defined as AspenBio Inc.'s invoice price less
any Price Exceptions, taxes, duties, or insurance on Ungulate Pregnancy Test
Assays or Kits.

                        (a)     A royalty equal to Two and One Half percent
        (2.5%) of the Revenues from Registered Licensed Technologies for the
        term of this Agreement and continuing until the earliest of (i) a
        determination by a court of competent jurisdiction that the IRF Patent
        Rights are not filly valid and effective, or (ii) the expiration of the
        last to expire patent in said country covering Licensed Technology, or
        (iii) upon termination of this Agreement.

                5.2     Royalties shall be earned in each country for the
duration of IRF Patent Rights in that country, and shall accrue to the IRF when
Licensed Technologies or Processes are invoiced, or if not invoiced, when
delivered to a third party.

                5.3     Royalties accruing to IRF shall be paid to IRF quarterly
on or before September 30th, December 31st, March 31st, and June 30th of each
year. Each such payment will be for royalties that accrued within ASPENBIO,
INC.'S most recently completed fiscal quarter.

                5.4     ASPENBIO, INC. shall pay to IRF a minimum annual royalty
of TWENTY FIVE THOUSAND DOLLARS ($25,000.00) during the term of this Agreement.
The minimum annual royalties will be paid on a quarterly basis starting December
31st, 2001 and quarterly thereafter to IRF and shall be credited against the
earned royalty due and owing for the fiscal year in which the minimum payment
was made.

                5.5     All monies due IRF shall be payable in United States
funds collectible at par in Moscow, Idaho. When Licensed Technologies or
Processes are sold for monies other than United States dollars, the earned
royalties will first be determined in the foreign currency of the country in

                                       5
<PAGE>

which such Licensed Technologies or Processes were sold and then converted into
equivalent United States funds. The exchange rate will be that established by
the Bank of America in New York, New York on the last day of the reporting
period. ASPENBIO, INC. shall also be responsible for all bank transfer charges.

                5.6     Royalties earned with respect to sales occurring in any
country outside the United States will be reduced by any taxes, fees, or other
charges imposed by the government of such country on the remittance of royalty
income.

                5.7     ASPENBIO, INC.'S obligation to pay royalties hereunder
on ASPENBIO, INC.'S sales of the Licensed Technology in any country shall cease
upon (i) the expiration of the last to expire patent in said country covering
Licensed Technologies or (ii) the termination of this Agreement. Furthermore, in
the event that any patent or any claim thereof included within IRF Patent Rights
shall be held invalid by operation of law or in a final decision by a court of
competent jurisdiction and last resort and from which no appeal has or can be
taken, all obligation to pay royalties based on such patent or claim or any
claim patentably indistinct therefrom shall cease as of the date of such final
action of invalidation. ASPENBIO, INC. shall not, however, be relieved from
paying any royalties that accrued before such final action or that are based on
another patent or claim not involved in such action of invalidation.

                                6. DUE DILIGENCE

                6.1     ASPENBIO, INC., upon execution of this Agreement, shall
proceed in its usual commercial manner with the development, manufacture and
sale of Licensed Technologies and shall earnestly and diligently endeavor to
market the same within a reasonable time after execution of this Agreement and
in quantities sufficient to meet the market demands thereof. For purposes of
this agreement, market demand shall be the total demand, verifiable by
reasonable and customary business practices, for Licensed Technologies in the
Included Territory.

                                       6
<PAGE>

                6.2     ASPENBIO, INC. shall be entitled to exercise prudent and
reasonable business judgment in meeting its due diligence obligations hereunder.

                6.3     ASPENDIO, INC. shall endeavor to obtain all necessary
governmental approvals for the use and sale of Licensed Technologies.

                6.4     If ASPENBIO, INC. has not begun public sale of Licensed
Technologies in the United States within ONE (1) year from the Effective Date,
then IRF shall have the right, at its sole discretion, to either reduce the
exclusive licenses granted herein to non-exclusive licenses or to terminate this
Agreement, except that to the extent ASPENBIO, INC. has granted any sublicense
that is exclusive in any country, such sublicense shall remain exclusive for the
term thereof. This right, if exercised by IRF, supersedes the rights granted in
Article 2 (GRANT OF LICENSES).

                6.5     To exercise either the right to terminate this Agreement
or any of the licenses granted hereunder or to reduce any of said licenses to
nonexclusive licenses for lack of diligence, IRF must give ASPENBIO, INC.
written notice of the deficiency. ASPENBIO, INC. thereafter has sixty (60) days
to provide a detailed written plan as to how its proposed deficiency will be
cured by ASPENBIO, INC. If IRF has not received a reasonably satisfactory plan
as to how such deficiency will be cured by the end of the sixty (60) day period,
then IRF may, at its option, either terminate this Agreement or reduce any such
ASPENBIO, INC. exclusive licenses to nonexclusive licenses by giving written
notice to ASPENBIO, INC. These notices shall be subject to Article 20 (PAYMENTS,
NOTICES AND OTHER COMMUNICATIONS).

                          7. REPORTS AND RECORD KEEPING

                7.1     Beginning February 1st next following the execution of
this Agreement and semiannually thereafter, ASPENBIO, INC. shall submit to IRF a
progress report covering ASPENBIO, INC.'S activities related to the development
and testing and marketing of all Licensed Technologies and the obtaining of any
approvals necessary for marketing. These progress reports

                                       7
<PAGE>

shall be made for each Licensed Technology until the first commercial sale of
that Licensed Technology occurs in the United States. The progress reports shall
include, but not be limited to, the following topics:

                                (a)     summary of work completed,

                                (b)     key scientific discoveries,

                                (c)     summary of work in progress,

                                (d)     revised schedule of anticipated events
                or milestones, e.g., regulatory submissions, regulatory
                approvals,

                                (e)     marketing plans for introduction of
                Licensed Technology, and

                                (f)     a summary of resources (dollar value)
                spent in the reporting period, and activities of Sublicenses and
                Affiliates.

                7.2     ASPENBIO, INC. also agrees to report to IRF in its
immediately subsequent progress or royalty report the date of first commercial
sale of a Licensed Technology in each country.

                7.3     After the first commercial sale of a Licensed Technology
by ASPENBIO, INC. anywhere in the world, ASPENBIO, INC. will make quarterly
royalty reports to IRF on or before September 30th, December 31st, March 31st,
and June 30th of each year. Each such royalty report will cover ASPENBIO, INC.
most recently completed fiscal quarter and will show (a) the gross sales and Net
Sales of Licensed Technology sold in each country by ASPENBIO, INC. and its
Sublicenses during the most recently completed calendar quarter; (b) the number
of Licensed Technology sold; (c) the royalties, in U.S. dollars, payable
hereunder with respect to such sales; and (d) the exchange rates used.

                7.4     If no sale of Licensed Technology has been made during
any reporting period, a statement to this effect shall be required.

                                       8
<PAGE>

                7.5     ASPENBIO, INC. shall keep, and require its Sublicensee
to keep, books and records accurately showing all Licensed Technology used,
and/or sold under the terms of this Agreement, and shall require its Sublicensee
to keep such books and records. Such books and records shall be preserved for at
least Five (5) years from the date of the royalty payment to which they pertain
and shall be open to inspection by representatives or agents of IRF at
reasonable times.

                7.6     The fees and expenses of IRF's representatives
performing such an examination shall be borne by IRF. However, if an error in
royalties of more than percent (5%) of the total royalties due for any year is
discovered, then the fees and expenses of these representatives shall be borne
by ASPENBIO, INC. or its Sublicensee.

                             8. TERM AND TERMINATION

                8.1     If ASPENBIO, INC. or its successors or assigns shall
cease to be engaged in the product development and sales of animal science
products, IRF shall have the right to terminate the licenses granted to
ASPENBIO, INC. pursuant to this Agreement.

                8.2     Unless otherwise terminated by operation of law or by
acts of the parties in accordance with the terms of this Agreement, this
Agreement shall be in force from the Effective Date recited on page one and
shall remain in effect for the life of the last-to-expire patent licensed under
this Agreement.

                8.3     Any termination of this Agreement shall not affect the
rights and obligations set forth in the following Articles:

                        Article 7. REPORTS AND RECORD KEEPING
                        Article 14. CONFIDENTIALITY
                        Article 15. NON-USE OF NAMES AND TRADEMARKS
                        Article 17. INDEMNIFICATION

                                       9
<PAGE>

                8.4     Upon termination of this Agreement, ASPENBIO, INC. shall
have the privilege of selling all previously started or partially finished
Licensed Technologies, but no more, within a period of one hundred and twenty
(120) days, provided, however, that the sale of such Licensed Technology shall
be subject to the terms of this Agreement including, but not limited to, the
payment of royalties at the rate and at the time provided herein and the
rendering of reports thereon.

                8.5     Upon termination of this Agreement, except by expiration
of the last-to-expire patent or the abandonment of the last patent licensed
hereunder, ASPENBIO, INC. shall return to IRF, at the option of IRF, any
licensed equipment owned by the University or the IRF.

                              9. TERMINATION BY IRF

                9.1     If ASPENBIO, INC. should violate or fail to perform any
term or covenant of this Agreement, except for the provisions of Article 6 (DUE
DILIGENCE), then IRF may give written notice of such default (Notice of Default)
to ASPENBIO, INC. If ASPENBIO, INC. should fail to cure such default within
sixty (60) days of the effective date of such notice; IRF shall have the right
to terminate this Agreement and the licenses granted herein by a second written
notice (Notice of Termination) to ASPENBIO, INC. If a Notice of Termination is
sent to ASPENBIO, INC., this Agreement shall automatically terminate on the
effective date of such notice. Such termination shall not relieve ASPENBIO, INC.
of its obligation to pay any royalty or other fees owing at the time of such
termination and shall not impair any accrued right of IRF. These notices shall
be subject to Article 20 (PAYMENTS, NOTICES AND OTHER COMMUNICATIONS).

                                       10
<PAGE>

                        10. TERMINATION BY ASPENBIO. INC.

                10.1    ASPENBIO, INC. shall have the right at any time to
terminate this Agreement in whole or as to any portion of IRF Patent Rights by
giving notice in writing to IRF. Such notice of termination shall be subject to
Article 20 (PAYMENTS, NOTICES AND OTHER COMMUNICATIONS) and termination of this
Agreement shall be effective ninety (90) days from the effective date of such
notice.

                10.2    Any termination pursuant to the above paragraph shall
not relieve ASPENBIO, INC. of its obligation to pay any royalty or license fees
owing at the time of such termination and shall not impair any accrued right of
IRF, nor shall such termination rescind anything done by ASPENBIO, INC. or any
payments made to IRF hereunder prior to the time such termination becomes
effective.

              11. PROSECUTION AND MAINTENANCE OF IRF PATENT RIGHTS

                11.1    IRF shall diligently prepare, file, prosecute and
maintain the United States and foreign patents comprising IRF Patent Rights
using counsel of its choice. Without limiting the foregoing, IRF shall prepare,
file, prosecute and maintain patents in any country as requested by ASPENBIO,
INC.

                11.2    IRF shall use all reasonable efforts to amend any patent
application comprised within IRF Patent Rights to include claims or information
reasonably requested by ASPENBIO, INC. to protect the Licensed Technologies
under this Agreement.

                11.3    IRF shall apply for an extension of the term of any
patent included within IRF Patent Rights if appropriate under the Drug Price
Competition and Patent Term Restoration Act of 1984. IRF shall prepare and
execute such documents as are necessary for such application, and take such
additional reasonable action as is necessary to obtain such patent term
extension.

                                       11
<PAGE>

ASPENBIO, INC. agrees to provide any information, documents and the like which
IRF may reasonably request in connection therewith.

                11.4    The cost of preparing, filing, prosecuting and
maintaining all patent applications contemplated by this Agreement shall be
borne by ASPENBIO, INC.

                11.5    If ASPENBIO, INC. declines to so reimburse IRF, IRF may
abandon all IRF Patent Rights in said country and no further royalty will be
payable with respect to any Revenue arising in such country.

                               12. PATENT MARKING

                12.1    ASPENBIO, INC. agrees to mark all Licensed Technologies
or Processes made, used or sold under the terms of this Agreement, in accordance
with the applicable patent marking laws.

                             13. PATENT INFRINGEMENT

                13.1    In the event that ASPENBIO, INC. shall learn of the
infringement of any patent right owned by IRF and licensed under this Agreement,
ASPENBIO, INC. shall call IRF's attention thereto in writing and shall provide
IRF with reasonable evidence of such infringement. The parties to this Agreement
agree that during the period and in a jurisdiction where ASPENBIO, INC. has a
license under this Agreement, neither will notify a third party of the
infringement of any IRF Patent Rights without first obtaining consent of the
other Party, which consent shall not be unreasonably denied. Both parties shall
use their best efforts in cooperation with each other to terminate such
infringement without litigation.

                13.2    ASPENBIO, INC. may request that IRF take legal action
against any infringement of IRF Patent Rights. Such request shall be made in
writing and shall include reasonable evidence of such infringement and related
injuries to ASPENBIO, INC. If the infringing activity has not been abated within
ninety (90) days following the effective date of such request, IRF

                                       12
<PAGE>

shall have the right to commence suit on its own account against such
infringement, in which case any recoveries from such suit shall belong to IRF.
IRF shall give notice of its election in writing to ASPENBIO, INC. by the end of
the one-hundredth (100th) day after receiving notice of such request from
ASPENBIO, INC. Until and unless such infringement has ceased completely,
ASPENBIO, INC. (or any Sub Licensee.) shall have no further obligation to pay
any royalty to IRF in respect of any Licensed Technology in such country or
countries unless such infringement (e.g., any practice of any intellectual
property or making or selling any product or process using such intellectual
property) is occurring.

                13.3    If IRF does not commence suit against an infringement,
ASPENBIO, INC. may commence legal action in respect to such patent infringement
if the infringement occurred during the period and in a jurisdiction where
ASPENBIO, INC. had exclusive rights under this Agreement. However, in the event
ASPENBIO, INC. commences legal action in accordance with this paragraph, IRF may
thereafter join such action at its own expense, but ASPENBIO, INC. will be
entitled to all recoveries from such legal action.

                13.4    The parties hereto may enter into an agreement under
which the parties jointly commence suit against any such infringement, with each
party paying one half of the legal costs and receiving one half of any
recoveries, or such other allocation of legal costs and apportionment of
recoveries as such agreement may provide.

                13.5    Each party to this Agreement agrees to cooperate with
the other parties hereto in litigation proceedings instituted hereunder. Such
litigation shall be controlled by the party bringing the suit, except that any
other party may be represented by counsel of their choice at their expense in
any suit brought by one party. Except as provided in 13.4 hereof, both parties
shall be reimbursed from any recoveries for their out-of-pocket legal costs
incurred in any infringement

                                       13
<PAGE>

litigation, in proportion to their share of such legal expenses, before any
other disposition of such recoveries is made.

                               14. CONFIDENTIALITY

                14.1    All information and tangible property, including but not
limited to "Invention", provided to ASPENBIO, INC. by IRF or the University of
Idaho under this Agreement shall be deemed confidential. ASPENBIO, INC. agrees
not to use any confidential information or tangible property for any purpose
other than for the purpose of this Agreement.

                14.2    ASPENBIO, INC. agrees to protect and keep secret
confidential information supplied by IRF and relating to IRF Patent Rights
against disclosure to others with the same degree of care as it exercises with
its own data of a similar nature. ASPENBIO, INC. may not disclose such
information to others (except to its employees, agents or consultants who are
bound to it by a like obligation of confidentiality) without the express written
permission of IRF.

                14.3    IRF agrees to protect and keep secret confidential
information supplied by ASPENBIO, INC. under the provisions of Article 7
(REPORTS AND RECORD KEEPING), and any information supplied to it by ASPENBIO,
INC. which is identified in writing as confidential, against disclosure to
others with the same degree of care as it exercises with its own data of a
similar nature. IRF may not disclose such information to others (except to its
employees, agents or consultants who are bound to it by a like obligation of
confidentiality) without the express written permission of ASPENBIO, INC.,
unless IRF is otherwise required by law to disclose the information.

                14.4    The obligations of confidentiality provided by 14.1,
14.2 and 14.3 shall not prevent the recipient of confidential information
(RECIPIENT) from using or disclosing any confidential information provided to it
by the other party (DISCLOSER) which:

                                       14
<PAGE>

                        (a)     Is or becomes generally available to the public
        through no fault of RECIPIENT or its employees, consultants, agents,
        subcontractors or subsidiaries to whom DISCLOSER has released same;

                        (b)     Is published or disclosed by DISCLOSER, its
        employees or agents to the general public (including but not limited to,
        publication in trade or academic journals, or presentation at a trade or
        academic seminar, meeting, or similar events open to the general
        academic or trade community);

                        (c)     Is disclosed to RECIPIENT by a third party
        having the lawful right to disclose same, without obligation of
        confidentiality to DISCLOSER, its consultants or agents;

                        (d)     Is disclosed by RECIPIENT to a government agency
        with which RECIPIENT is unable to lawfully secure an obligation of
        confidentiality, to comply with statutory requirements for market
        approval, clinical trials, or certification of Licensed Technology;

                        (e)     Is approved for release in writing by DISCLOSER,
        and then only to the extent such written approval is granted; or

                        (f)     Which RECIPIENT can demonstrate was already
        known to it, or was independently developed by employees of RECIPIENT
        having no access to the confidential information.

                14.5    The obligations of confidentiality with respect to
information shall remain in effect until five (5) years after the termination of
this Agreement.

                       15. NON-USE OF NAMES AND TRADEMARKS

                15.1    No party to this Agreement shall, without express
written consent, use any name, trade name, trademark, or other designation of
any other party hereto (including contraction,

                                       15
<PAGE>

abbreviation or simulation of any of the foregoing) in advertising, publicity,
or other promotional activities. Unless required by law, ASPENBIO, INC. shall
not use the names of the Idaho Research Foundation, the University of Idaho or
any of its employees, nor any adaptation thereof, in any advertising,
promotional or sales literature without prior written consent obtained from IRF
or the University of Idaho.

                15.2    The parties hereto agree that the terms and conditions
of this Agreement shall be held in confidence except as required by or for
applicable disclosure laws, financing sources, enforcement of the Agreement,
mergers and acquisitions, or as otherwise mutually agreed by the Parties, and
such agreement shall not be withheld unreasonably.

                15.3    It is understood that IRF shall be free to release in
confidence, to the inventors and senior administrative officials of the
University of Idaho, the terms and conditions of this Agreement upon their
request. It is further understood that should a third party inquire whether a
license to IRF Patent Rights is available, IRF may disclose the existence of
this Agreement and the extent of the grant in Article 2 to such third party, but
shall not disclose the name of ASPENBIO, INC. except where required by law.

                              16. LIMITED WARRANTY

                16.1    IRF warrants to ASPENBIO, INC. that (i) IRF has the
lawful right to grant the licenses granted herein, (ii) IRF has obtained from
the Inventors and the University of Idaho all rights necessary to grant to
ASPENBIO, INC. the licenses granted herein, (iii) none of IRF, the Inventors or
the University of Idaho has granted or will grant any rights to any third person
in the IRF Patent Rights or the Invention that would infringe or limit the
licenses granted to ASPENBIO, INC. herein; and (iv) to the best knowledge of
IRF, the IRF Patent Rights and the Invention do not infringe any patent or other
property rights of any third party.

                                       16
<PAGE>

                16.2    EXCEPT AS PROVIDED IN 16.1 HEREOF OR OTHERWISE EXPRESSLY
SET FORTH IN THIS AGREEMENT, IRF MAKES NO REPRESENTATIONS AND EXTENDS NO
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF
PATENT RIGHTS CLAIMS ISSUED OR PENDING, COPYRIGHTS, TRADEMARKS AND OTHER RIGHTS.

                16.3    IN NO EVENT WILL THE IRF OR ASPENBIO, INC. BE LIABLE FOR
ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS
LICENSE OR THE USE OF LICENSED TECHNOLOGY.

                16.4    Except as provided in 16.1 hereof, nothing in this
Agreement shall be construed as: a) a warranty or representation by IRF as to
the validity or scope of any IRF Patent Rights; b) a warranty that anything
made, used, sold or otherwise disposed of under any license granted in this
Agreement is or will be free from infringement of patents, copyrights,
trademarks or other property rights of third parties; c) an obligation to bring
or prosecute actions or suits against third parties for infringement, except as
provided in Article 13 hereof; d) granting by implication, estoppel or otherwise
any licenses under patents of the IRF other than those comprised within IRF
Patent Rights of Paragraph 1.1, regardless of whether such patents are dominant
or subordinate to the patents comprised within said IRF Patent Rights; or e)
granting by implication, estoppel or otherwise any licenses under tangible
property of IRF or the University of Idaho.

                               17. INDEMNIFICATION

                17.     ASPENBIO, INC. agrees to indemnify, hold harmless and
defend IRF and the University of Idaho, its officers, employees, and agents and
the inventors of the patents and patent applications in IRF Patent Rights from
and against any and all liability, claims, suits, losses,

                                       17
<PAGE>

damages, costs, fees, and expenses arising out of the exercise of the licenses
granted herein. This indemnification will include, but not be limited to, any
process liability.

                17.2    IRF agrees to indemnify, hold harmless and defend
ASPENBIO, INC., its officers, directors, shareholders, employees, and agents
from and against any and all liability, claims, suits, losses, damages, costs,
fees, and expenses arising out of any breach of the representation, warranties
or covenants of IRF set forth in this Agreement.

                                18. ASSIGNABILITY

                18.1    This Agreement is assignable only with the express
written consent of IRF, which consent shall not be unreasonably withheld, except
that upon ten (10) days prior written notice to IRF by ASPENBIO, INC., this
Agreement may be assignable by ASPENBIO, INC. to any affiliate of ASPENBIO,
INC.'S or to any third party acquiring all or substantially all of the business
of ASPENBIO, INC. or all of that portion of the business of ASPENBIO, INC. where
it utilizes the licenses granted to it herein without the consent of IRF. IRF
may assign its rights under this Agreement upon ten (10) days prior written
notice to ASPENBIO, INC. Any assignee of this Agreement shall accept and assume
the terms hereof in writing.

                             19. DISPUTE RESOLUTION

                19.1    The parties shall endeavor to resolve any and all
claims, disputes or controversies arising under, out of, or in connection with
this Agreement, including any dispute relating to patent validity or
infringement, through good faith negotiations between the parties.

                19.2    Notwithstanding the foregoing, nothing in this Article
shall be construed to waive any rights or timely performance of any obligations
by either party existing under this Agreement.

                                       18
<PAGE>

                 20. PAYMENTS, NOTICES AND OTHER COMMUNICATIONS

                20.1    Any payment, notice or other communication pursuant to
this Agreement shall be in writing, and shall be sufficiently made or given on
the date of mailing if sent to such party by certified first class mail, postage
prepaid, addressed to it at its address below or as it shall designate by
written notice given to the other parties hereto:

                In the Case of IRF:

                        Director of Technology Licensing
                        Idaho Research Foundation
                        Morrill Hall 103
                        P.O. Box 443003
                        University of Idaho
                        Moscow, Idaho 83844-3003

                In the Case of ASPENBIO, INC.:

                        President, AspenBio Inc.
                        8100 Southpark Way, B-1
                        Littleton, CO 80120

                          21. MISCELLANEOUS PROVISIONS

                21.1    The headings of the several sections are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

                21.2    This Agreement will not be binding upon the parties
until it has been signed below on behalf of each party, in which event, it shall
be effective as of the date recited on page one.

                21.3    The parties hereto acknowledge that this Agreement sets
forth the entire Agreement and understanding of the parties hereto as to the
subject matter hereof, and shall not be subject to any change or modification
except by the execution of a written instrument subscribed to by the parties
hereto.

                                       19
<PAGE>

                21.4    This Agreement shall be construed, governed, interpreted
and applied in accordance with the laws of the State of Idaho, U.S.A., except
that questions affecting the construction and effect of any patent shall be
determined by the law of the country in which the patent was granted.

                21.5    The provisions of this Agreement are severable, and in
the event that any provisions of this Agreement shall be determined to be
invalid or unenforceable under any controlling body of the law, such invalidity
or unenforceability shall not in any way affect the validity or enforceability
of the remaining provisions hereof.

                21.6    The failure of either party to assert a right hereunder
or to insist upon compliance with any term or condition of this Agreement shall
not constitute a waiver of that right or excuse a similar subsequent failure to
perform any such term or condition by the other party.

                21.7    In the event of a failure of performance due under the
terms of this Agreement and if it becomes necessary for either party to
undertake legal action against the other on account thereof, then the prevailing
party shall be entitled to reasonable attorney's fees in addition to costs and
necessary disbursements.

                21.8    The parties to this Agreement shall be excused from any
performance required hereunder if such performance is rendered impossible or
unfeasible due to any catastrophes or other major events beyond their reasonable
control, including, without limitation, war, riot, and insurrection; laws,
proclamations, edicts, ordinances or regulations; strikes, lock-outs or other
serious labor disputes; and floods, fires, explosions; earthquakes or other
natural disasters. When such events have abated, the parties' respective
obligations hereunder shall resume.

                21.9    This Agreement includes Exhibits A and B which are
attached hereto.

                                       20
<PAGE>

                IN WITNESS WHEREOF, IRF and ASPENBIO, INC. have executed this
Agreement, in duplicate originals, by their respective officers hereunto duly
authorized, on the day and year hereinafter written.


       ASPENBIO, INC.                       IDAHO RESEARCH FOUNDATION


By:    /s/ Roger Hurst                      By     Ronald J. Satterfield
   -----------------------------              ----------------------------------
       (Signature)                                 (Signature)

Name:  Roger Hurst                          Name:  Ronald J. Satterfield
     ---------------------------
       (Please Print)

Title: President                            Title: Director of Technology
      --------------------------                          Licensing
       (Please Print)

Date:  9/26/01                              Date   9/27/01
     ---------------------------                --------------------------------

                                       21

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>18
<FILENAME>d95933ex10-10.txt
<DESCRIPTION>PROMISSORY NOTE & AMENDED/RESTATED PROMISSORY NOTE
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.10

                                 PROMISSORY NOTE

$400,000.00                                                       AUGUST 7, 2000
                                                             LITTLETON, COLORADO

        For consideration received, AspenBio, Inc., a Colorado corporation
("Maker") promises to pay to the order of Roger D. Hurst ("Holder") in
accordance with the provisions set forth below, the principal sum of FOUR
HUNDRED THOUSAND DOLLARS ($400,000.00), together with interest thereon,
compounded on the first of each month commencing on August 1, 2000, at the rate
of eight percent (8%) per annum.

        Maker shall make one payment of Two Hundred and Sixty Thousand Dollars
($260,000.00) of principal on January 1, 2002. Maker shall make quarterly
payments consisting of principal and interest on the first day of each calendar
quarter, commencing with April 1, 2002 until there is no principal or interest
outstanding and in accordance with the payment schedule attached hereto as
Exhibit A. All amounts due pursuant to this Note shall be paid in cash or other
immediately available funds to Holder in care of Maker at 8100 Southpark Way,
Unit B-1, Littleton, Colorado 80120, or at such other address as may have been
fixed by reasonable notice to Maker. Maker may prepay the principal amount
outstanding in whole or in part at any time without penalty or premium. Any
partial prepayment shall not postpone the due date of any subsequent installment
unless the Holder shall otherwise agree in writing.

        The loan represented by this Note is solely for commercial and business
purposes, and is not made in connection with a consumer transaction. The loan
represented by this Note is not for personal, family, agricultural or household
purposes. The loan represented by this Note is not a consumer loan within the
meaning of the Uniform Consumer Credit Code ("UCCC") and accordingly the UCCC
shall not apply to this Note.

        This Note shall be in default if Maker fails to cure, within twenty (20)
days of receipt of written notice from Holder of default, its failure to make
payment of principal or interest due under this Note when the same becomes due
and payable. From and after the date of any such default, all principal and
interest then due hereunder shall thereafter accrue interest at the rate of
twelve percent (12%) per annum. If default shall occur and be continuing and
Holder proceeds to enforce or pursue any legal or equitable remedies, Maker
agrees to pay all expenses incurred by Holder (including reasonable attorneys'
fees) incident to the enforcement of this Note.

        This Note and the obligations hereunder may not be assigned or
transferred to any person or party by Holder without the prior written consent
of Maker, which may be withheld in the sole and absolute discretion of Maker.
Maker may assign or transfer its rights and obligations to any person or party
at any time; provided, that any successor party shall have all rights and
obligations of Maker hereunder. The parties hereto, including Maker and any
guarantors, endorsers, successors, and assigns hereby waive demand, presentment,
protest and notice of protest, diligence, and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note, and Maker agrees that Holder may extend the terms for payment or accept
partial payment without discharging or releasing Maker from any of its
obligations hereunder. This Note and its validity, construction, and performance
shall be governed in all respects by the laws of the state of Colorado.

        IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and
dated the day and year first above written.

                                            ASPENBIO, INC.
                                            a Colorado corporation



                                            By:
                                               ---------------------------------
                                                 Roger D. Hurst, President
<PAGE>
                      AMENDED AND RESTATED PROMISSORY NOTE

$267,501.00                                                        APRIL 1, 2002
                                                             LITTLETON, COLORADO

         For consideration received, AspenBio, Inc., a Colorado corporation
("Maker") promises to pay to the order of Roger D. Hurst ("Holder") in
accordance with the provisions set forth below, the principal sum of TWO HUNDRED
AND SIXTY SEVEN THOUSAND FIVE HUNDRED AND ONE DOLLARS ($267,501.00), together
with interest thereon at the rate of eight percent (8%) per annum. This Amended
and Restated Promissory Note (the "Note") amends and restates that certain
Promissory Note in the original principal amount of Four Hundred Thousand
Dollars ($400,000.00) dated August 7, 2000 made by Maker in favor of Holder.

         Maker shall make one payment of Thirty Thousand Dollars ($30,000.00) of
principal on April 30, 2002. Maker shall make a payment of principal and
interest of $50,000 on April 30, 2003 and on April 30, 2004. On April 30, 2005,
Maker shall make a final payment of all principal and interest outstanding under
the Note. All amounts due pursuant to this Note shall be paid in cash or other
immediately available funds to Holder in care of Maker at 8100 Southpark Way,
Unit B-1, Littleton, Colorado 80120, or at such other address as may have been
fixed by reasonable notice to Maker. Maker may prepay the principal amount
outstanding in whole or in part at any time without penalty or premium. Any
partial prepayment shall not postpone the due date of any subsequent installment
unless the Holder shall otherwise agree in writing.

         The loan represented by this Note is solely for commercial and business
purposes, and is not made in connection with a consumer transaction. The loan
represented by this Note is not for personal, family, agricultural or household
purposes. The loan represented by this Note is not a consumer loan within the
meaning of the Uniform Consumer Credit Code ("UCCC") and accordingly the UCCC
shall not apply to this Note.

         This Note shall be in default if Maker fails to cure, within twenty
(20) days of receipt of written notice from Holder of default, its failure to
make payment of principal or interest due under this Note when the same becomes
due and payable. From and after the date of any such default, all principal and
interest then due hereunder shall thereafter accrue interest at the rate of
twelve percent (12%) per annum. If default shall occur and be continuing and
Holder proceeds to enforce or pursue any legal or equitable remedies, Maker
agrees to pay all expenses incurred by Holder (including reasonable attorneys'
fees) incident to the enforcement of this Note.

         This Note and the obligations hereunder may not be assigned or
transferred to any person or party by Holder without the prior written consent
of Maker, which may be withheld in the sole and absolute discretion of Maker.
Maker may assign or transfer its rights and obligations to any person or party
at any time; provided, that any successor party shall have all rights and
obligations of Maker hereunder. The parties hereto, including Maker and any
guarantors, endorsers, successors, and assigns hereby waive demand, presentment,
protest and notice of protest, diligence, and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note, and Maker agrees that Holder may extend the terms for payment or accept
partial payment without discharging or releasing Maker from any of its
obligations hereunder. This Note and its validity, construction, and performance
shall be governed in all respects by the laws of the state of Colorado.

         IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and
dated the day and year first above written.

                                        ASPENBIO, INC.
                                        a Colorado corporation



                                        By:
                                           ---------------------------
                                           Roger D. Hurst, President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>19
<FILENAME>d95933ex10-11.txt
<DESCRIPTION>PROMISSORY NOTE TO ROGER D. HURST
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.11

                                 PROMISSORY NOTE

$29,755.00                                                         APRIL 1, 2002
                                                             LITTLETON, COLORADO

         For consideration received, AspenBio, Inc., a Colorado corporation
("Maker") promises to pay to the order of Roger D. Hurst ("Holder") in
accordance with the provisions set forth below, the principal sum of TWENTY NINE
THOUSAND SEVEN HUNDRED AND FIFTY FIVE DOLLARS ($29,755.00), together with
interest thereon at the rate of eight percent (8%) per annum.

         Maker shall make one payment of all principal and interest outstanding
under this note on April 30, 2005. All amounts due pursuant to this Note shall
be paid in cash or other immediately available funds to Holder in care of Maker
at 8100 Southpark Way, Unit B-1, Littleton, Colorado 80120, or at such other
address as may have been fixed by reasonable notice to Maker. Maker may prepay
the principal amount outstanding in whole or in part at any time without penalty
or premium. Any partial prepayment shall not postpone the due date of any
subsequent installment unless the Holder shall otherwise agree in writing.

         The loan represented by this Note is solely for commercial and business
purposes, and is not made in connection with a consumer transaction. The loan
represented by this Note is not for personal, family, agricultural or household
purposes. The loan represented by this Note is not a consumer loan within the
meaning of the Uniform Consumer Credit Code ("UCCC") and accordingly the UCCC
shall not apply to this Note.

         This Note shall be in default if Maker fails to cure, within twenty
(20) days of receipt of written notice from Holder of default, its failure to
make payment of principal or interest due under this Note when the same becomes
due and payable. From and after the date of any such default, all principal and
interest then due hereunder shall thereafter accrue interest at the rate of
twelve percent (12%) per annum. If default shall occur and be continuing and
Holder proceeds to enforce or pursue any legal or equitable remedies, Maker
agrees to pay all expenses incurred by Holder (including reasonable attorneys'
fees) incident to the enforcement of this Note.

         This Note and the obligations hereunder may not be assigned or
transferred to any person or party by Holder without the prior written consent
of Maker, which may be withheld in the sole and absolute discretion of Maker.
Maker may assign or transfer its rights and obligations to any person or party
at any time; provided, that any successor party shall have all rights and
obligations of Maker hereunder. The parties hereto, including Maker and any
guarantors, endorsers, successors, and assigns hereby waive demand, presentment,
protest and notice of protest, diligence, and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note, and Maker agrees that Holder may extend the terms for payment or accept
partial payment without discharging or releasing Maker from any of its
obligations hereunder. This Note and its validity, construction, and performance
shall be governed in all respects by the laws of the state of Colorado.

         IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and
dated the day and year first above written.

                                            ASPENBIO, INC.
                                            a Colorado corporation



                                            By:
                                               ---------------------------------
                                               Roger D. Hurst, President







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>20
<FILENAME>d95933ex10-12.txt
<DESCRIPTION>PROMISSORY NOTE TO COLORADO BUSINESS LEASING
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.12


[COLORADO BUSINESS LEASING, INC. LETTERHEAD]

NOTE NO.: 9000228-001

$280,000.00                                               DATE: November 1, 2000

For value received, the undersigned and each thereof, promises to pay to
COLORADO BUSINESS LEASING, INC. or its order, at said company in Denver,
Colorado, TWO HUNDRED EIGHTY THOUSAND DOLLARS and NO CENTS with interest thereon
from the date hereof until maturity at a rate of 10.75 PERCENT, and after
maturity at the prime rate plus FIVE PERCENT. The makers and endorsers hereof,
and all persons who are or may become parties to this instrument, hereby waive
presentment for payment, protest, notice of nonpayment and of protest, and agree
to any extensions of time of payment and partial payments before, at, or after
maturity, to the addition or release of any party or person primarily or
secondarily liable, to the release or substitution of any or all collateral and
to any other indulgence granted by the holder to any party liable thereon.

The principal of this note is repayable as follows:

THIRTY-SIX monthly payments at $9,052.63 principal and interest beginning
NOVEMBER 1, 2000 and on the FIRST day of each month thereafter. The entire
balance shall be due on or before OCTOBER 1, 2003. If a payment is 10 DAYS OR
MORE LATE, Borrower will be charged an additional amount equal to 5% of the
payment.

Maturity of all principal and interest due hereunder shall at the option of the
holder be accelerated and such principal and interest be immediately due and
payable at the option of the holder without notice or demand upon the occurrence
of any of the following events of default: (a) Failure to pay when due any
installment of principal or interest; (b) default in the performance of any
other liability or undertaking to the holder of any maker, endorser or guarantor
hereof; including violation of the financial covenants noted below; (c) when the
holder hereof in good faith deems itself insecure or feels that the prospect of
payment of this note is impaired; (d) death, dissolution, insolvency (or the
occurrence of anything in the opinion of the holder evidencing insolvency),
termination of existence of, or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against, any maker, endorser or guarantor
hereof. The undersigned will pay on demand all costs of collection of the
indebtedness due hereunder, including reasonable attorneys' fees, paid or
incurred by the holder, and the same shall constitute a part of the indebtedness
represented hereby and be secured by any and ail collateral securing this
promissory note.

Any deposits or other sums credited by or due from the holder to any maker,
endorser or guarantor hereof and any property of any maker, endorser or
guarantor in the holder's possession may at all times be held and treated as
collateral security for the payment hereof, and the holder may set off or apply
the same against any matured liability hereunder at any time.

No failure to exercise or delay in exercising any right hereunder of the holder
shall operate as a waiver of such right or of any other right hereunder, nor
shall any waiver by the holder be construed as a waiver of such right on any
future occasion. If executed by more than one maker, the obligation represented
hereby shall be joint and several. After default the holder may apply payment on
account hereof, however designated, to principal or interest in the holder's
discretion.

DURING THE TERM OF THIS PROMISSORY NOTE, OBLIGOR WILL MAINTAIN THE FOLLOWING
         FINANCIAL COVENANTS:
         MAINTAIN MINIMUM NET WORTH INCLUDING SUBORDINATED DEBT NOT LESS THAN
           $750,000.
         MAINTAIN MAXIMUM DEBT EXCLUDING SUBORDINATED TO NET WORTH INCLUDING
           SUBORDINATED OF LESS THAN 1.25:1.
         MAINTAIN CURRENT RATIO GREATER THAN 1.1.
         MAINTAIN MINIMUM TRADITIONAL CASH FLOW COVERAGE OF 5:1.

The laws of the State of Colorado shall govern this Promissory Note.

BORROWER:   AspenBio, Inc.


BY
  --------------------------------
      Roger Hurst, President






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>21
<FILENAME>d95933ex10-13.txt
<DESCRIPTION>STOCK OPTION AGREEMENT WITH GAIL SCHOETTLER
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.13

                                 ASPENBIO, INC.


Number of Shares: 100,000        Date of Grant:                  August 21, 2001

                             STOCK OPTION AGREEMENT

AGREEMENT made this 21st day of August, 2001, between ("Optionee"), and
AspenBio, Inc., a Colorado corporation ("Company").

         1. Grant of Option. The Company, hereby grants to the Optionee, subject
to the terms and conditions set forth or incorporated herein, an Option to
purchase from the Company all or any part of an aggregate of Common Shares, as
such Common Shares are now constituted, at the purchase price of $1.00 per
share.

         2. Exercise. The Option evidenced hereby shall be exercisable in whole
or in part (but only in multiples of 10,000 Shares unless such exercise is as to
the remaining balance of this Option) on or after and on or before August 20,
2006, provided that the cumulative number of Common Shares as to which this
Option may be exercised shall not exceed the following amounts:

<Table>
<Caption>
             Cumulative Number                             Prior to Date
                of Shares                               (Not Inclusive of)
          --------------------------                    ------------------
<S>                                                     <C>
                 100,000                                  August 20, 2006
</Table>


The Option evidenced hereby shall be exercisable by the delivery to and receipt
by the Company of (i) a written notice of election to exercise; (ii) accompanied
by payment of the full purchase price thereof in cash or certified check payable
to the order of the Company, and (iii) by return of this Stock Option Agreement
for endorsement of exercise by the Company.

         3. Transferability. The Option evidenced hereby is NOT assignable or
transferable by the Optionee, except with the Company's consent.

AspenBio, Inc.


By:           /s/ Roger Hurst                                8-21-01
     --------------------------------           --------------------------------
     Roger Hurst, President                     Date


Optionee:


             /s/ Gail Schoettler
-------------------------------------           --------------------------------
     Gail Schoettler                            Social Security or Tax ID #


                  8100 Southpark Way, B-1 . Littleton, CO 80120
                       (303) 794-2000 . Fax (303) 798-8332
                               www.aspenbioinc.com



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>22
<FILENAME>d95933ex10-14.txt
<DESCRIPTION>STOCK OPTION AGREEMENT WITH BRUCE DEAL
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.14


                                 ASPENBIO, INC.


Number of Shares: 100,000        Date of Grant:                  August 21, 2001


                             STOCK OPTION AGREEMENT

AGREEMENT made this 21st day of August, 2001, between ("Optionee"), and
AspenBio, Inc., a Colorado corporation ("Company").

         1. Grant of Option. The Company, hereby grants to the Optionee, subject
to the terms and conditions set forth or incorporated herein, an Option to
purchase from the Company all or any part of an aggregate of Common Shares, as
such Common Shares are now constituted, at the purchase price of $1.00 per
share.

         2. Exercise. The Option evidenced hereby shall be exercisable in whole
or in part (but only in multiples of 10,000 Shares unless such exercise is as to
the remaining balance of this Option) on or after and on or before August 20,
2006, provided that the cumulative number of Common Shares as to which this
Option may be exercised shall not exceed the following amounts:

<Table>
<Caption>
                Cumulative Number                         Prior to Date
                    of Shares                           (Not Inclusive of)
                -----------------                       ------------------
<S>                                                     <C>
                    100,000                              August 20, 2006
</Table>


The Option evidenced hereby shall be exercisable by the delivery to and receipt
by the Company of (i) a written notice of election to exercise; (ii) accompanied
by payment of the full purchase price thereof in cash or certified check payable
to the order of the Company, and (iii) by return of this Stock Option Agreement
for endorsement of exercise by the Company.

         3. Transferability. The Option evidenced hereby is NOT assignable or
transferable by the Optionee, except with the Company's consent.

AspenBio, Inc.


By:          /s/ Roger Hurst                               8-21-01
     --------------------------------           --------------------------------
     Roger Hurst, President                     Date

Optionee:


             /s/ Bruce Deal                               ###-##-####
-------------------------------------           --------------------------------
     Bruce Deal                                 Social Security or Tax ID #


                  8100 Southpark Way, B-1 . Littleton, CO 80120
                       (303) 794-2000 . Fax (303) 798-8332
                               www.aspenbioinc.com




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>23
<FILENAME>d95933ex23-1.txt
<DESCRIPTION>CONSENT OF LARRY O'DONNELL, CPA, P.C.
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


     I consent to the incorporation of my report dated February 4, 2002 on the
financial statements of AspenBio, Inc. as of December 31, 2001 and 2000 and for
the year ended December 31, 2001 and for the period from inception July 24, 2000
to December 31, 2000 and my report dated January 18, 2000 on the financial
statements of Vitro Diagnostics, Inc. for the year ended October 31, 1999, which
is included in this Form S-1 dated April 12, 2002 of AspenBio, Inc. and to the
reference to my Firm under the caption "Experts" in the Form S-1.



                                                 LARRY O'DONNELL, CPA, P.C.


April 12, 2002
Aurora, CO


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>24
<FILENAME>d95933ex23-2.txt
<DESCRIPTION>CONSENT OF CORDOVANO AND HARVEY, P.C.
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.2


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Securities and Exchange Commission
Washington, D.C.


We consent to the incorporation of our report dated December 22, 2000 on the
financial statements of Vitro Diagnostics, Inc. for the year ended October 31,
2000, which is included in this Form S-1 dated April 12, 2002 of AspenBio, Inc.
and to the reference to our Firm under the caption "Experts" in the Form S-1.



/s/ CORDOVANO AND HARVEY, P.C.


Cordovano and Harvey, P.C.
Denver, Colorado
April 12, 2002


</TEXT>
</DOCUMENT>
</SUBMISSION>
