<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-006833
<TYPE>S-1/A
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20020606
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ASPENBIO INC
<CIK>0001167419
<ASSIGNED-SIC>2835
<IRS-NUMBER>841553387
<STATE-OF-INCORPORATION>CO
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-1/A
<ACT>33
<FILE-NUMBER>333-86190
<FILM-NUMBER>02672658
</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/A
<SEQUENCE>1
<FILENAME>d95933a1sv1za.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FORM S-1
<TEXT>
<PAGE>


      As filed with the Securities and Exchange Commission on June 6, 2002
                                                      REGISTRATION NO. 333-86190

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO


                                    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

<Table>
<S>                                        <C>
Approximate Date of Commencement of        As soon as practicable after this Registration
Proposed Sale to the Public:               Statement becomes effective
</Table>

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. [ ]


<Table>
<S>             <C>             <C>             <C>             <C>

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

--------------  -------------   --------------  -------------   ----------------
</Table>


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 JUNE 6, 2002

                                1,489,280 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 1,489,280 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.

         One of our shareholders, Cambridge Holdings, Ltd., intends to
distribute 500,000 shares of our common stock to Cambridge's shareholders as a
stock distribution. Gregory Pusey, an officer and director of the Company,
should receive approximately 263,975 shares of our common stock in the
distribution by Cambridge. The 263,975 shares may be resold by Mr. Pusey as a
selling shareholder and are included in the 1,489,280 shares that may be sold by
the selling shareholders.


         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>


                                TABLE OF CONTENTS



<Table>
<Caption>
                                                                                                                  PAGE
                                                                                                                  ----
<S>                                                                                                               <C>
PROSPECTUS SUMMARY..................................................................................................1

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

FORWARD-LOOKING STATEMENTS..........................................................................................7

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

DIVIDEND POLICY.....................................................................................................8

CAPITALIZATION......................................................................................................8

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..............................11

BUSINESS...........................................................................................................16

MANAGEMENT.........................................................................................................25

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS...............................................................27

PRINCIPAL SHAREHOLDERS.............................................................................................29

PLAN OF DISTRIBUTION...............................................................................................31

DESCRIPTION OF CAPITAL STOCK.......................................................................................34

SHARES ELIGIBLE FOR FUTURE SALE....................................................................................36

LEGAL MATTERS......................................................................................................37

EXPERTS............................................................................................................37

WHERE YOU CAN FIND MORE INFORMATION................................................................................37

INDEX TO 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 the worldwide population of cows
exceeds 120,000,000, of which approximately 58,000,000 cows are located in North
America, Europe and the former Soviet Union. It has been estimated that
approximately 70% of cows in the North American and European dairy industry are
artificially inseminated. Although there are no published reports known to us
regarding timed or synchronized cow breeding programs, based on our discussions
with industry sources, we estimate that approximately 10% of the artificially
inseminated cows are involved in these programs and would represent our primary
target market for our bovine pregnancy test. 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.


         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..............        1,489,280 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.


         We have been successful in creating a leading position in human
diagnostic antigen manufacturing operations. 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.

         We have been able to operate without incurring substantial losses.
Through December 31, 2001 we had retained earnings of $37,952. However, during
the quarter ended March 31, 2002, primarily due to lower sales from our two
largest customers and increased research and development expenses, we incurred a
net loss of $164,000. Our ability to resume profitable operations will depend
upon our ability to quickly commercialize new product offerings.



                                      -2-
<PAGE>

         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 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.



WE MAY BE UNABLE TO MOVE TO A NEW FACILITY AND WE MAY INCUR SUBSTANTIAL EXPENSE.

         We believe that the current facility used by us will not be sufficient
to accommodate our growth. Our president, Roger Hurst, has located land in
Castle Rock, Colorado, and has assigned his contract to purchase that land to
us. In order to facilitate the purchase, Mr. Hurst has loaned to us $625,000 and
we have made a promissory note to Mr. Hurst in that amount which is payable,
with interest at 8% per annum on May 5, 2004. We have made non-refundable
earnest money deposits totaling $200,000 on the land purchase. The land purchase
must be completed by July 31, 2002. We have also made commitments to the builder
of approximately $200,000 related primarily to building plans and materials. We
have made application for bank financing of the land purchase and construction
of the building. Based on our discussions with the bank, we expect that the bank
will require compensating balances and/or loan guarantees which will necessitate
our obtaining financing from external sources of approximately $400,000. We have
identified potential sources and discussed possible arrangements for those
funds, but we currently have no firm understandings, arrangements or agreements
for the necessary funding. In addition, our contract to purchase the land is
with the seller which will be simultaneously purchasing land as part of a larger
parcel for $1,089,000. Our contract requires us to assume the obligation of our
seller to purchase the larger parcel, if our seller is unwilling or unable to
complete that purchase. We believe the additional land is more valuable than the
purchase price and that our seller will likely complete the purchase. Any
failure by us to obtain the additional financing or to be able to complete this
purchase could result in our being unable to move into the new facility and for
us to incur the costs detailed above without any corresponding benefit and could
have an adverse impact on our business and financial condition.


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


                                      -3-
<PAGE>

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. 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. We intend to market
our products in many different countries some of which we will not have patents
in or applied for. Different countries have different patent rules and we may
sell in countries that do not honor patents and in which the risk that our
products could be copied and we would not be protected would be greater.


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.


         Our business strategy has been to create a niche in the protein
purification area. We are aware of only one competitor in this area, Dr. Albert
Parlow, a UCLA professor. We believe that we have displaced Dr. Parlow as the
largest supplier of human antigens. However, we plan to expand our operations
into other areas as described in the "Business" section. The biotechnology
business is highly competitive, and 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.


OUR COMMON STOCK WILL LIKELY BE CLASSIFIED AS A "PENNY STOCK" UNDER SEC RULES
AND THE MARKET PRICE OF OUR COMMON STOCK MAY BE HIGHLY UNSTABLE.



                                      -4-
<PAGE>

         No public trading market exists for our common stock. We expect to have
our common stock traded on the OTC Bulletin Board, but we cannot predict the
market price of our common stock, when any trading may commence, or whether you
will be able to sell your shares quickly or at an acceptable price if trading in
our stock is not active. 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. Many broker-dealers decline to participate in penny stock transactions
because of the extra requirements imposed on penny stock transactions.
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 shares they purchase in this offering,
and they may not be able to resell at prices at or above the prices they paid.


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 June 6, 2002, 9,300,000 shares of our common stock, 600,000
options and 830,000 warrants were outstanding. Of the 9,300,000 shares of our
common stock, 1,489,280 shares are being offered pursuant to this prospectus,
including approximately 263,975 shares to be received by Gregory Pusey and
members of his family in connection with the distribution by Cambridge to the
Cambridge shareholders. Mr. Pusey and members of his family may resell the
263,975 shares held by them immediately pursuant to this prospectus. Mr. Pusey
and members of his family own an additional 80,000 shares, which are also
registered for sale pursuant to this prospectus. Cambridge currently owns
1,000,000 shares of which it intends to distribute 500,000 shares to its
shareholders, including the 263,975 shares to be received by Mr. Pusey and
members of his family. The 500,000 shares to be retained by Cambridge may be
resold pursuant to Rule 144 commencing in December 2002. Our president, Roger
Hurst, owns 4,246,757 shares, which are restricted from resale because of Mr.
Hurst's affiliate status. The remaining 2,827,938 outstanding shares could be
available for sale under Rule 144, beginning 90 days after the date of this
prospectus. We have granted options to purchase up to 600,000 shares of our
common stock, of which options to purchase 200,000 shares are exercisable
currently. The options to purchase 400,000 shares are held by two employees
(200,000 shares each) and vest in one-third annual installments, commencing
April 3, 2003. The holding period for Rule 144 purposes would begin upon
exercise of the respective options. We also have issued warrants to purchase
830,000 shares which are currently exercisable. We have granted registration
rights to the holders of the warrants beginning September 30, 2002. 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 including the
shares distributed to Gregory Pusey, who is also a director of AspenBio.



                                      -5-
<PAGE>

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.

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.


                                      -6-
<PAGE>

         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.


   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.


                           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 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.


                                      -7-
<PAGE>

                                 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 March
31, 2002. 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>
                                                                            March 31, 2002
                                                                            --------------
<S>                                                                         <C>
Liabilities:
   Current liabilities ...............................................       $  176,503
   Long-term debt ....................................................          327,435
                                                                             ----------
     Total liabilities ...............................................          503,938
                                                                             ----------
Shareholders' Equity:
   Common stock, 15,000,000 shares authorized:  9,300,000 issued .....        1,517,921
   Retained earnings (deficit) .......................................          126,182
                                                                             ----------
     Total shareholders' equity ......................................        1,391,746
                                                                             ----------
     Total capitalization ............................................       $1,895,684
                                                                             ==========
</Table>



         The common stock data excludes common stock reserved for issuance under
our outstanding stock options. As of June 6, 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>
STATEMENT OF OPERATIONS 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                         $   685,032   $   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, net                      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                              290,921       586,859             --        105,432              --             --
 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>


Selected unaudited financial data for the quarters ended March 31, 2002 and 2001
is presented in the following table.


                             SELECTED FINANCIAL DATA


<Table>
<Caption>
                                                   AspenBio, Inc
                                          ---------------------------------
                                          Quarter ended       Quarter ended
                                            March 31,           March 31,
                                              2002                2001
                                          -------------       -------------
<S>                                       <C>                 <C>
STATEMENT OF OPERATIONS DATA
 Revenues                                  $   109,670        $   234,506
 Gross profit                                   87,214            180,799
 Selling, general and administrative            98,272            254,517
 Research and development                      138,546             42,570
 Depreciation and amortization                  11,464             15,672
 Net income (loss)                         $  (164,133)       $  (151,472)

 Net income (loss) per share               $     (0.02)       $     (0.02)

BALANCE SHEET DATA
 Working capital                           $   752,742        $   136,100
 Property and equipment, net                   190,532            221,240
 Intangible assets, net                        646,694            621,438
 Total assets                                1,895,684          1,206,915
 Long term debt                                327,435            582,852
 Stockholders' equity                        1,391,746            422,351

OPERATING AND OTHER DATA
 Cash flow from operations                 $   (93,335)       $   (30,612)
 Cash flow from investments                    (26,729)                --
 Cash flow from financing                       (6,336)           (19,078)
</Table>



                                      -10-
<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>


                                      -11-
<PAGE>


RESULTS OF OPERATIONS

Quarter Ended March 31, 2002 Compared to Quarter Ended March 31, 2001

         Sales for the quarter ended March 31, 2002 totaled $109,670, which is a
$124,836 or 47% decrease from the quarter ended March 31, 2001. The decrease in
sales is attributable to the lack of production billed from our two largest
customers, BioRad and Golden West Biologics. It is not unusual for the builds of
these customers to occur twice per year, sometimes both within one quarter.
However, we cannot currently predict future sales volumes that could be expected
from these or other customers.

         Costs of sales for the first quarter 2002 totaled $22,456, a $31,252 or
42% decrease as compared to the 2001 quarter. The reduction in cost of sales
resulted from lower sales. Gross profit percentage improved to 80% in the first
quarter of 2002, as compared to 77% in the first quarter of 2001.

         Operating expenses in the first quarter of 2002 totaled $248,282, which
is a $64,477 or 20% decrease as compared to the first quarter of 2001. The
decrease was primarily attributed to issuing stock for services to employees of
$137,055 in the first quarter of 2001. The decrease in operating expenses was
offset by an increase in research and development expenses. Research and
development expenses in the first quarter of 2002 totaled $138,546, which is a
$95,977 or 40% increase as compared to the first quarter of 2001. The increase
in research and development expenses resulted primarily from the development of
the bovine pregnancy tests. Depending upon available cash, we expect research
and development expenses to continue to increase in 2002 as compared to 2001.

         Interest expense for the first quarter of 2002 declined $5,447 or 18%
as compared to first quarter 2001.

Operating Activities

         Net cash outflows from operating activities consumed $93,335 during the
first quarter ended March 31, 2002, as compared to consuming $30,612 in the
first quarter of 2001. Expenditures associated with the development of the
bovine pregnancy test and reduced product sales were the reasons for increased
cash outflow.

Investing Activities

         Net cash outflows from investing activities consumed $26,729 during the
first quarter of 2002. The outflow was entirely attributed to payments for
licenses. There were no investing activities during the quarter ended March 31,
2001.

Financing Activities

         Net cash outflows from financing activities consumed $6,336 during the
first quarter of 2002, as compared to consuming $19,078 in the first quarter of
2001. During the first quarter of 2002, the Company received $300,000 in
connection with the completion of sale of securities to Cambridge. Also, during
the first quarter of 2002, we paid $185,237 to reduce debt to our president and
$31,671 to reduce



                                      -12-
<PAGE>


the amount owed on our line of credit. The net outflows for the quarter ended
March 31, 2001 were entirely due to payments of debt.


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. We added 50 new customers in 2001 which accounted for
$63,495 of the $128,000 increase over the 2000 pro forma amount. 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 a 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.




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


                                      -13-
<PAGE>

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.

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.


                                      -14-
<PAGE>

         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 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.


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, Roger Hurst. In August 2000 we made a note to Mr. Hurst 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 later in 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.

         Working capital as of March, 2002 totaled $753,000, an increase of
$117,000 over the comparable working capital amount as of December 31, 2001. The
increase was primarily attributable to the $300,000 balance due from Cambridge
received in March 2002 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 obtaining new facilities, the cash required to relocate and
expand. In connection with an equipment lease, we issued a note payable to
Colorado Business Leasing, of which $151,000 was outstanding at March 31, 2002.
The note is payable with interest at 11% per annum, in monthly installments of
$9,053, and matures on October 1, 2003.

         We believe that the current facility used by us will not be sufficient
to accommodate our growth. Mr. Hurst has located land in Castle Rock, Colorado,
and has assigned his contract to purchase that land



                                      -15-
<PAGE>


to us. In order to facilitate the purchase, Mr. Hurst has loaned to us $625,000
and we have made a promissory note to Mr. Hurst in that amount which is payable,
with interest at 8% per annum on May 5, 2004. We may prepay the Note at any time
without penalty. We also have a $50,000 line of credit with a bank, of which
$37,300 was outstanding as of March 31, 2002. We have made non-refundable
earnest money deposits totaling $200,000 on the land purchase. The land purchase
must be completed by July 31, 2002. We have also made commitments to the builder
of approximately $200,000 related primarily to building plans and materials. We
have made application for bank financing of the land purchase and construction
of the building. Based on our discussions with the bank, we expect that the bank
will require compensating balances and/or loan guarantees which will necessitate
our obtaining financing from external sources of approximately $400,000. We have
identified potential sources and discussed possible arrangements for those
funds, but we currently have no firm understandings, arrangements or agreements
for the necessary funding.

         In addition, our contract to purchase the land is with a seller which
will be simultaneously purchasing the land as part of a larger parcel for
$1,089,000. Our contract requires us to assume the obligation of our seller to
purchase the larger parcel, if our seller is unwilling or unable to complete
that purchase. We believe the additional land is more valuable than the purchase
price and that our seller will likely complete the purchase. Any failure by us
to obtain the additional financing or to be able to complete this purchase could
have an adverse impact on our business and financial condition.



                                    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.


                                      -16-
<PAGE>

         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 of the large number of
cows that are in AI programs. Also, the first attempt at AI is often
unsuccessful and cows in breeding programs are often inseminated more than once.
Accordingly, our test would then be used more than once for each cow.

         Pregnancy status is currently determined using several methods, each of
which has substantial disadvantages to the dairy producer and cow/calf operator.
The commonly used technique is to watch for standing heat. This method is often
unreliable. Many cows do not show signs of standing heat, or the standing heat
is not easily observed. Even in cows that show signs of heat, this method
requires observation time, experience and knowledge to make a diagnosis. Because
this method is so subjective, it is often unreliable. Moreover, this method
requires the operator to wait until day 22-25 after AI. Re-insemination to
syncronize within the 21-day cycle would be useless without knowing the
pregnancy status before day 21 and this method is ineffective prior to day 22.
Ultrasound is often used to determine pregnancy, but it is only viable at about
the 28th day following AI. In addition, ultrasound requires expense equipment
and a trained technician. Palpation is a technique used by veterinarians and
involves reaching inside the cow and feeling for a marble-sized fetus indicating
pregnancy. This technique is not possible during the first 21-day cycle, is
labor intensive and intrusive to the cows, subjective, and may cause abortion.
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


                                      -17-
<PAGE>

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. 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
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. CEA is
produced by cancerous tumors, especially of the colon or liver. Measurement of
blood at CEA levels is valuable in the management of cancer. CEA is elaborated
by certain tumor cells and was one of the first tumor markers. During 2001 we
sold 7.4 mg of CEA for $4,000 to the National Cancer Institute. CEA is usually
obtained from a human liver. We are attempting to produce CEA through cell
culture technology rather than liver tissue so that larger quantities can be
obtained and purified. The colon cancer vaccine is expected to be part of NCI
Phase III studies that are currently anticipated to take place in 2003, and we
are attempting to produce the cell-line derived CEA for use in the studies. This
protein would have a therapeutic use, as



                                      -18-
<PAGE>


opposed to the diagnostic use of our other human antigen products. Total
quantity needs for CEA have not been determined.


         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
currently 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 15-32
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.


         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


                                      -19-
<PAGE>

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
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.


                                      -20-
<PAGE>

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 and the availability of
the methods and formulations in the public domain, PZI is not a patentable
product and we have not filed a patent on the protein purification process. We
do not think it is likely that our development of recombinant PZI will result in
patentable products in the near term because of use of existing methods of
expression. However, we are hopeful that as we continue this development process
we may develop intellectual property regarding purification of recombinant
insulin. We are currently unable to predict whether we will be able to obtain
any patents in the future. 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
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. 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. The worldwide population of cows exceeds 120,000,000, of which
approximately 58,000,000 cows are located in North America, Europe and the
former Soviet Union. It has been estimated that approximately 70% of cows in the
North American and European dairy industry are artificially inseminated.
Although there are no published reports known to us regarding timed or
synchronized cow



                                      -21-
<PAGE>


breeding programs, based on our discussions with industry sources, we estimate
that approximately 10% of the artificially inseminated cows are involved in
these programs and would represent our primary target market for our bovine
pregnancy test. We have received inquiries from six large companies interested
in distributing the product. 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 few large
customers. Monobind and Golden West Biologics, which are brokers, accounted for
approximately eleven percent (11%) and thirteen percent (13%) of our business,
respectively, in 2001. Bio Rad, an end user, accounted for approximately
thirty-five percent (35%) of our business in 2001. In 2000, BioRad accounted for
approximately 80% of our sales. Monbind and Golden West Biologics were not
significant customers in 2000. In 2001, 54% of our receivables were related to
Golden West Biologics and in 2000, 33% of our receivables were related to
BioRad. 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 - We expect that 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



                                      -22-
<PAGE>

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.

RESEARCH AND DEVELOPMENT


         For the period from August, 2000, through December 31, 2000, we spent
$28,101 on research and development. We spent $160,943 on research and
development in fiscal 2001 and $138,546 during the quarter ended March 31, 2002.
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 15-32
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.



                                      -23-
<PAGE>

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 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.


                                      -24-
<PAGE>

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.


                                   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 June 6,
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 retains approximately 13% of the outstanding common
stock of Vitro. Mr. Hurst currently devotes his full business time to the
Company and is not involved in the management of 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. Mr. Pusey became a director
of AspenBio in February 2002.



                                      -25-
<PAGE>


         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. Ambassador Schoettler became a director of AspenBio
in August 2001.


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


         DR. MARK COLGIN, age 33, 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, age 48, 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 staff and quality assurance of the production
facility. Ms. Landmann holds a B.S. degree in medical technology from the
University of Florida.

         DIANE NEWMAN, age 30, 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 as 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


                                      -26-
<PAGE>

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


No stock option grant table or year-end option table is included in this
prospectus because 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. On April 1,
2002, we made an Amended and Restated Promissory Note to Mr. Hurst in the amount
of $267,501, payable with interest of 8% per annum, in installments, with all
amounts due on April 30, 2005. We may prepay the note at any time without
penalty. Mr. Hurst is the holder of approximately 13% of the outstanding common
stock of Vitro Diagnostics, but has no involvement in the management of Vitro
Diagnostics.



                                      -27-
<PAGE>


         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 to him on April 1, 2002 in that
amount which is payable, with interest at 8% per annum, on April 30, 2005. We
may prepay the note at any time without penalty.

         We believe that the current facility used by us will not be sufficient
to accommodate our growth. Mr. Hurst has located land in Castle Rock, Colorado,
and has assigned his contract to purchase that land to us. In order to
facilitate the purchase, Mr. Hurst has loaned to us $625,000 and we have made a
promissory note to Mr. Hurst in that amount which is payable, with interest at
8% per annum on May 5, 2004. 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. We have no obligation to compensate Mr. Hurst for his guarantee of
the laboratory equipment lease. At March 31, 2002, the remaining principal
balance on this note was $151,000.


         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 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 our
director, Gregory Pusey, 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


                                      -28-
<PAGE>


family, will receive approximately 263,975 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. Cambridge's consulting services consisted of assisting us in our
efforts to become a publicly-held company, assistance with our efforts to create
strategic alliances, and introductions to prospective market makers. We agreed
to deliver to Cambridge the warrants described above that were provided for in
the Securities Purchase Agreement with Cambridge. We also agreed to reimburse
Cambridge for any reasonable and necessary expenses incurred, up to a maximum of
$100,000. The term of the agreement was to end on September 30, 2002. 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. The other selling shareholders were Mark Colgin, Dianne Newmann and
Kilan Roth, who each sold 57,061 shares, and Cathy Landmann and MCL Trust, a
trust established by Ms. Landmann, who sold an aggregate of 57,061 shares. Each
of the purchasers in the private offering is listed as a selling shareholder in
the "Plan of Distribution" section of this prospectus. Each of the purchasers
had a pre-existing relationship with either Mr. Hurst or Mr. Pusey, our
directors.


                             PRINCIPAL SHAREHOLDERS


         The following table shows information as of June 6, 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.

         The ownership percentages listed on the table are based on 9,300,000
shares of AspenBio common stock outstanding as of June 6, 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.



                                      -29-
<PAGE>

         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>


                                      -30-
<PAGE>

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


(1)      Includes warrants to purchase 360,000 shares. Cambridge intends to
         distribute 500,000 shares of our stock to Cambridge shareholders,
         including Gregory Pusey.


(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. Mr. Pusey is President, a director and principal shareholder
         of Cambridge. Does not include approximately 263,975 shares which may
         be acquired by Mr. Pusey and members of his family in connection with
         the Cambridge distribution of our stock.


(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 1,489,305 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. One of our officers and directors, Gregory Pusey (and
members of his family) will receive approximately 263,975 shares in connection
with this distribution. The shares to be acquired from Cambridge by Mr. Pusey
and members of his family are included in the 1,489,305 shares that may be sold
pursuant to this prospectus.


         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


                                      -31-
<PAGE>

agents, any discounts, commissions and other terms constituting compensation
from the selling 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>
                                                                    Shares owned    Percentage of
                                Shares owned                         following     shares following
   Selling Shareholder        prior to offering  Shares registered    offering         offering
   -------------------        -----------------  -----------------  ------------   ----------------
<S>                           <C>                <C>                <C>            <C>
A.G. Edwards & Sons                  10,000          10,000             -0-              --
CDN Gregory Pusey
IRA

A.G. Edwards & Sons                  10,000          10,000             -0-              --
CDN Jill J. Pusey IRA

John Bealer and                      15,000          15,000             -0-              --
Natalia Bealer

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                  25,000          25,000             -0-              --
Inc fbo Allison Colgin, IRA
</Table>


                                      -32-
<PAGE>

<Table>
<Caption>
                                                                 Shares owned    Percentage of
                             Shares owned                         following     shares following
   Selling Shareholder     prior to offering  Shares registered    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                    14,000           14,000              -0-               --
Karen Diack 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                    12,000           12,000              -0-               --
Company 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            100,000          100,000              -0-               --
and 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-               --

Gregory Pusey(1)                263,975          263,975              -0-               --
</Table>


                                      -33-
<PAGE>

<Table>
<Caption>
                                                                  Shares owned      Percentage of
                              Shares owned                         following       shares following
   Selling Shareholder     prior to offering   Shares registered    offering           offering
   -------------------     -----------------   -----------------  ------------     ----------------
<S>                        <C>                 <C>                <C>              <C>
Jill Pusey CDN for              10,000              10,000                 -0-                  --
Jacqueline Pusey

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>


(1)      Consists of 263,975 shares anticipated to be acquired by Mr. Pusey (and
         members of his family) in connection with the distribution of our stock
         by Cambridge. Mr. Pusey will beneficially own additional shares
         following this offering as set forth in "Principal Shareholders."



                          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
June 6, 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.


                                      -34-
<PAGE>

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.

         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 persons
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.


                                      -35-
<PAGE>


                         SHARES ELIGIBLE FOR FUTURE SALE


         As of June 6, 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 1,489,280 shares may be sold pursuant
to this prospectus by the shareholders listed in the "Plan of Distribution,"
including approximately 263,975 shares to be received by Gregory Pusey and
members of his family in connection with the distribution of our stock by
Cambridge to the Cambridge shareholders and an additional 80,000 shares owned by
Mr. Pusey and members of his family. Cambridge currently owns 1,000,000 shares,
of which it intends to distribute 500,000 shares to its shareholders (including
the approximately 263,975 shares to Mr. Pusey and members of his family) who may
resell those shares immediately pursuant to this prospectus. The 500,000 shares
to be retained by Cambridge may be resold pursuant to Rule 144 commencing in
December 2002. Our president, Roger Hurst, owns 4,246,757 shares, which are
restricted from resale because of Mr. Hurst's affiliate status. The remaining
2,827,938 shares could be available for sale under Rule 144, commencing 90 days
after the date of this prospectus.


         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 options to purchase 200,000
shares are exercisable currently. There are options to purchase 200,000 shares
to each of two employees, which vest in one-third annual installments,
commencing April 3, 2003. An additional 500,000 shares are reserved for issuance
under our 2002 Stock Incentive Plan. The holding period for Rule 144 purposes
would begin upon exercise of the options.

         Also as of the date of this Prospectus, there were outstanding warrants
to purchase 830,000 shares of our common stock. The warrants are currently
exercisable. 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.



                                      -36-
<PAGE>

                                  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 as of October 31, 2000,
and for the year ended October 31, 2000 have been included herein and in the
registration statement in reliance upon the report of 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.


                                      -37-
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS


<Table>
<S>                                                                                                             <C>
AspenBio, Inc.

         Interim unaudited balance sheets, March 31, 2002 and 2001...............................................F-2
         Interim unaudited statements of operations for the periods ended March 31, 2002
         and 2001................................................................................................F-4
         Interim unaudited statements of cash flows for the periods ended March 31, 2002
          and 2001...............................................................................................F-5
         Notes to Financial Statements...........................................................................F-7

         Independent auditor's reports...........................................................................F-8
         Balance sheets, December 31, 2001 and 2000..............................................................F-9
         Statements of operations for the periods ended December 31, 2001 and 2000..............................F-11
         Statements of shareholders' equity for the periods ended December 31, 2001 and 2000....................F-12
         Statements of cash flows for the periods ended December 31, 2001 and 2000..............................F-13
         Notes to Financial Statements..........................................................................F-15

Vitro Diagnostics, Inc.
         Independent auditors' reports..........................................................................F-24
         Statements of operations for the years ended October 31, 2000 and 1999.................................F-26
         Statement of shareholders' equity for the years ended October 31, 2000 and 1999........................F-27
         Statements of cash flows for the years ended October 31, 2000 and 1999.................................F-28
         Summary of significant accounting policies.............................................................F-29
         Notes to Financial Statements..........................................................................F-31
</Table>



                                      F-1
<PAGE>


                                 AspenBio, Inc.
                            Unaudited Balance Sheets
                             March 31, 2002 and 2001

                                     Assets



<Table>
<Caption>
                                                     2002             2001
                                                  ----------       ----------
<S>                                               <C>              <C>
Current assets
   Cash                                           $  297,365       $   57,900
   Accounts receivable                                74,376           49,959
   Inventories                                       442,402          154,372
   Prepaid expenses                                  108,902           75,581
   Prepaid income taxes                                6,200
                                                  ----------       ----------


     Total current assets                            929,245          337,812
                                                  ----------       ----------
Property and equipment
     Laboratory equipment                            209,002          172,448
     Computer equipment                               30,676           30,677
     Leasehold improvements                           27,645           27,645
     Office equipment                                 22,205           22,205
                                                  ----------       ----------
                                                     289,528          252,975
    Accumulated depreciation                          98,996           31,735
                                                  ----------       ----------
                                                     190,532          221,240
                                                  ----------       ----------
Other Assets
     Intangible assets, net amortization of
         2002 $60,712; 2001 $21,396                  646,694          621,438
     Security deposit                                  6,925            6,925
     Non current inventory                            32,860           19,500
     Deferred offering costs                          89,428
                                                  ----------       ----------
                                                     775,907          647,863
                                                  ----------       ----------

                                                  $1,895,684       $1,206,915
                                                  ==========       ==========
</Table>



                        See Notes to Financial Statements


                                      F-2
<PAGE>


                                 AspenBio, Inc.
                      Unaudited Balance Sheets (Continued)
                             March 31, 2002 and 2001

                      Liabilities and Stockholders' Equity



<Table>
<Caption>
                                                               2002               2001
                                                            -----------        -----------
<S>                                                         <C>                <C>
Current liabilities
     Short term notes                                       $    37,275        $    81,781
     Current portion of long-term debt                           93,811             73,395
     Accounts payable                                            37,848             45,349
     Accrued liabilities                                          7,569              1,187
     Accrued income taxes                                   -----------        -----------
     Total current liabilities                                  176,503            201,712
                                                            -----------        -----------


Long-term debt-less current portion                             327,435            582,852
                                                            -----------        -----------

Stockholders' equity
     Common stock, no par value, authorized
       15,000,000 shares, issued 2002 9,300,000 shares;
       2001 7,717,042 shares                                  1,517,927            637,055
     Retained earnings (deficit)                               (126,182)          (214,704)
                                                            -----------        -----------



                                                              1,391,746            422,351
                                                            -----------        -----------




                                                            $ 1,895,684        $ 1,206,915
                                                            ===========        ===========
</Table>



                        See Notes to Financial Statements



                                      F-3
<PAGE>


                                 AspenBio, Inc.
                         Unaudited Statements of Income
                   Three Months Ended March 31, 2002 and 2001



<Table>
<Caption>
                                                  2002               2001
                                               -----------        -----------
<S>                                            <C>                <C>
Sales                                          $   109,670        $   234,506

Cost of sales                                       22,456             53,707
                                               -----------        -----------

     Gross profit                                   87,214            180,799
                                               -----------        -----------

Operating expenses
          General lab expenses                      23,678             55,899
          General and administrative                74,594            198,618
           Research and development                138,546             42,570
           Depreciation and amortization            11,464             15,672
                                               -----------        -----------
                                                   248,282            312,759
                                               -----------        -----------

     Operating income (loss)                      (161,068)          (131,960)

Interest expense                                    14,065             19,512
                                               -----------        -----------
     Income (loss) before income taxes            (175,133)          (151,472)

Income taxes                                       (11,000)
                                               -----------        -----------

     Net income (loss)                         $  (164,133)       $  (151,472)
                                               ===========        ===========

Basic and diluted earnings per share           $      (.02)       $      (.02)
                                               ===========        ===========

Basic and diluted
     weighted average shares outstanding         8,905,556          7,717,042
                                               ===========        ===========
</Table>



                        See Notes to Financial Statements



                                      F-4
<PAGE>


                                 AspenBio, Inc.
                       Unaudited Statements of Cash Flows
                   Three Months Ended March 31, 2002 and 2001



<Table>
<Caption>
                                                           2002             2001
                                                        ---------        ---------
<S>                                                     <C>              <C>
Cash flows from operating activities
     Net income (loss)                                  $(164,133)       $(151,472)
     Adjustments to reconcile net income to
          net cash (used) by operating activities
               Depreciation and amortization               11,486           10,901
               Stock issued for compensation                               137,055
         (Increase) decrease in:
              Accounts receivable                         157,053           (9,194)
              Inventories                                 (84,028)          22,686
              Prepaid expenses                             (6,201)
        Increase (decrease) in:
             Accrued liabilities                            3,555           (2,102)
             Accounts payable                                 (67)         (38,486)
             Accrued income taxes                         (11,000)
                                                        ---------        ---------
     Net cash provided (used)
         by operating activities                          (93,335)         (30,612)
                                                        ---------        ---------

Cash flows from investing activities
       Purchases of intangible assets                     (26,729)
                                                        ---------        ---------

     Net cash provided (used)
         by investing activities                          (26,729)
                                                        ---------        ---------
</Table>



                        See Notes to Financial Statements



                                      F-5
<PAGE>


                                 AspenBio, Inc.
                  Unaudited Statements of Cash Flows(Continued)
                   Three Months Ended March 31, 2002 and 2001



<Table>
<Caption>
                                                          2002             2001
                                                       ---------        ---------
<S>                                                    <C>              <C>
Cash flows from financing activities
     Debt reduction
          Long-term                                     (185,237)         (14,902)
          Short-term                                     (31,671)          (4,196)
     Proceeds from issuing common stock                  300,000
     Deferred offering costs                             (89,428)
                                                       ---------        ---------

Net cash provided (used)
    by financing activities                               (6,336)         (19,078)
                                                       ---------        ---------

Net increase(decrease) in cash                          (126,400)         (49,690)

Cash at beginning of year                                423,765          107,590
                                                       ---------        ---------
     Cash at end of the year                           $ 297,365        $  57,900
                                                       =========        =========

Supplemental disclosure of cash flow information
     Cash paid during the year for
          Interest                                     $  14,065        $  19,512
          Income taxes                                 $   6,200
</Table>



                        See Notes to Financial Statements


                                      F-6
<PAGE>


                                 AspenBio, Inc.
                          Notes to Financial Statements
                                    Unaudited

Financial Statements

The accompanying unaudited financial statements have been prepared in accordance
with the instructions for interim financial statements and do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. These
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's annual financial statements for the
year ended December 31, 2001.


COMMON STOCK SALES

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 as of March 11, 2002.




                                      F-7
<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 operations, 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.



/s/ Larry O'Donnell
------------------------------------
LARRY O'DONNELL, CPA, P.C.
Aurora, CO
February 4, 2002



                                      F-8
<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-9
<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                          315,562            84,290
     Accounts payable                                            37,915            83,835
     Accrued liabilities                                          4,014             3,289
     Accrued income taxes                                        11,000
                                                            -----------       -----------

     Total current liabilities                                  437,437           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-10
<PAGE>


                                 AspenBio, Inc.
                            Statements of Operations
                        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-11
<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                   582,958            280,874

Issuance of common
     stock for cash                   500,000            300,000

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-12
<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-13
<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-14
<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-15
<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. All products may be returned for a full
         refund for any reason. 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-16
<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-17
<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-18
<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
                                                  ==========
</Table>

         The Company also assumed certain operating leases.

     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-19
<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
                                 ========       ========
</Table>


         The Company has license agreements with the University of Wyoming and
         University of Idaho. The Wyoming agreement is for $140,000 of which
         $10,000 had been paid by December 31, 2001. The remainder is due in
         semi-annual payments of $35,000 commencing January, 2002 through July,
         2003. The purpose of the agreement is to continue research into other
         possible pregnancy specific proteins that could be used in the
         Company's Bovine Pregnancy Test. As well the University transferred its
         existing pregnancy specific proteins to the Company Over and above the
         payments the Company agreed to pay the University a 2.5% royalty on the
         gross revenues generated by the pregnancy test. The agreement may be
         terminated by the Company with 30 days notice and without future
         obligations.

         The Arizona agreement is for $20,000 which had been paid by December
         31, 2001. The agreement further calls for a royalty of 2.5% to be paid
         in the gross sales of the Company's pregnancy test. A minimum royalty
         of $25,000 per year is due quarterly and is credited against earned
         royalties. The purpose of the agreement was to transfer to the Company
         a provisional patent filing held by the University entitled
         "Determination of Pregnancy Status of Ungulates." The company with 30
         days notice and without future obligations may terminate the agreement.


     5.  Notes payable

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


<Table>
<Caption>
Short-term                                       2001           2000
----------                                     --------       --------
<S>                                            <C>            <C>
Sun Trust, 6%, unsecured                       $ 30,107       $ 38,949

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

                                               $ 68,946       $ 85,957
                                               ========       ========
Long-term
---------
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                              315,562         84,290
                                               --------       --------
                                               $290,921       $586,859
                                               ========       ========
</Table>



                                      F-20
<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 $315,562; 2003 $79,106; 2004 none, 2005 none; thereafter $211,815.
         Subsequent to December 31, 2001, approximately $192,000 was repaid on
         the above 8% loan. The Company expects to repay an additional $30,000
         in April 2002. Those amounts have 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. The leases expire through 2004. 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>


         There are no deferred tax assets or liabilities. There was no
         recognition of deferred tax assets or liabilities upon termination of
         the S corporation election.



                                      F-21
<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-22
<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-23
<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-24
<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.
Aurora, Colorado
January 18, 2000



                                      F-25
<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-26
<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-27
<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
                                                                     =========        =========

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

       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-28
<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 recognition

Revenues from the sale of products are recognized upon shipment to the customer.
All products may be returned for a full refund for any reason. Management
provides an estimated allowance for uncollectable accounts receivable based upon
an assessment of amounts outstanding and evaluation of specific customer account
balances.


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-29
<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-30
<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-31
<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-32
<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-33
<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:

<Table>
<S>                                                      <C>
            Risk-free interest rate........................6.00%
            Dividend yield.................................0.00%
            Volatility factor.............................50.00%
            Weighted average expected life...............5 years
</Table>

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-34
<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>
<S>                                                       <C>
Securities and Exchange Commission registration fee      $    396.82
Accounting fees and expenses                               15,000.00
Legal fees and expenses                                    60,000.00
Registrar and transfer agent's fees and expenses            2,500.00
Printing and engraving expenses                            15,000.00
Miscellaneous                                               7,103.18
                                                         -----------
Total expenses                                           $100,000.00
                                                         ===========
</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

<Table>
<Caption>
  EXHIBIT NO.                            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
</Table>


                                      II-2
<PAGE>

<Table>
<Caption>
  EXHIBIT NO.                            DESCRIPTION
  -----------                            -----------
<S>               <C>
       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

       10.15      Promissory Note, dated May 6, 2002, made by AspenBio to Roger
                  D. Hurst***

       10.16(a)   Contract to Buy and Sell Real Estate, dated January 29, 2002,
                  between Roger D. Hurst and/or assigns and Urban Group, LLC***

            (b)   Agreement to Amend/Extend Contract, dated April 19, 2002***

            (c)   Agreement to Amend/Extend Contract, dated May 23, 2002***

       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.


***      Filed with this amendment. All other exhibits were previously filed
         except as indicated


(b)      Financial Statement Schedule

         No financial statement schedules are required.


                                      II-3
<PAGE>

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 June 6, 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:    June 6, 2002                    /s/ Roger D. Hurst
                                         ---------------------------------------
                                         Roger D. Hurst, President, Chief
                                           Executive Officer, Chief Financial
                                           Officer and Director


Date:    June 6, 2002                    /s/ Gregory Pusey
                                         ---------------------------------------
                                         Gregory Pusey, Secretary and Director


Date:    June 6, 2002                    /s/ Gail S. Schoettler
                                         ---------------------------------------
                                         Gail S. Schoettler, Director



                                      II-5
<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>
  EXHIBIT NO.                            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

       10.15      Promissory Note, dated May 6, 2002, made by AspenBio to Roger
                  D. Hurst***

       10.16(a)   Contract to Buy and Sell Real Estate, dated January 29, 2002,
                  between Roger D. Hurst and/or assigns and Urban Group, LLC***

            (b)   Agreement to Amend/Extend Contract, dated April 19, 2002***

            (c)   Agreement to Amend/Extend Contract, dated May 23, 2002***

       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.


***      Filed with this amendment. All other exhibits were previously filed
         except as indicated


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>3
<FILENAME>d95933a1exv10w15.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.15


                                 PROMISSORY NOTE

$625,000.00                                                          May 6, 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 SIX HUNDRED
AND TWENTY FIVE THOUSAND. DOLLARS ($625,000:00), 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 May 5, 2004. 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, it's 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 got 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 thereunder. 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.



<PAGE>


         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:
                                          --------------------------------------
                                       Name:  Gregory Pusey
                                       Title: Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16(A)
<SEQUENCE>4
<FILENAME>d95933a1exv10w16xay.txt
<DESCRIPTION>CONTRACT TO BUY AND SELL REAL ESTATE
<TEXT>
<PAGE>


                                                                EXHIBIT 10.16(a)

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.

                      CONTRACT TO BUY AND SELL REAL ESTATE
                          (VACANT LAND - FARM - RANCH)

                                                         Date: January 29, 2002
                                                               ----------------

1. AGREEMENT. Buyer agrees to buy and the undersigned Seller agrees to sell the
Property defined below on the terms and conditions set forth in this contract

2. DEFINED TERMS.

         a. Buyer. Buyer,

         Roger Hurst and/or assigns

will take title to the real property described below as [ ] Joint Tenants
[ ] Tenants In Common [ ] Other

n/a
--------------------------------------------------------------------------------

         b. Property. The Property is the following legally described real
estate: To be platted as Lots 1, Brookside Business Center Filing #5, City of
Castle Rock

in the County of Douglas , Colorado, commonly known as No.
South Perry Street, Castle Rock, CO 80104

together with the interests, easements, rights, benefits, improvements and
attached fixtures appurtenant thereto, all interest of Seller in vacated streets
and alleys adjacent thereto, except as herein excluded.

         c. Dates and Deadlines.

<Table>
<Caption>
ITEM NO.   REFERENCE     EVENT                                     DATE OR DEADLINE
--------   -----------   ---------------------------------------   ------------------
<S>        <C>           <C>                                       <C>

1          Section 5a    Loan Application Deadline                 n/a

2          Section 5b    Loan Commitment Deadline                  n/a

3          Section 5c    Buyer's Credit Information Deadline       n/a

4          Section 5c    Disapproval of Buyer's Credit Deadline    n/a

5          Section 5d    Existing Loan Documents Deadline          n/a

6          Section 5d    Objection to Existing Loan Deadline       n/a

7          Section 5d    Approval of Loan Transfer Deadline        n/a

8          Section 6a    Appraisal Deadline                        n/a

9          Section 7a    Title Deadline                            February 11, 2002

10         Section 7a    Survey Deadline                           February 22, 2002

11         Section 7b    Document Request Deadline                 February 22, 2002

12         Section 8a    Title Objection Deadline                  February 22, 2002

13         Section 8b    Off-Record Matters Deadline               February 11, 2002

14         Section 8b    Off-Record Matters Objection Deadline     February 22, 2002

15         Section 10    Seller's Property Disclosure Deadline     n/a

16         Section 10a   Inspection Objection Deadline             March 15, 2002

17         Section 10b   Resolution Deadline                       n/a

18         Section 11    Closing Date                              April 25, 2002

19         Section 16    Possession Date                           April 25, 2002

20         Section 16    Possession Time                           Time of Closing

21         Section 28    Acceptance Deadline Date                  February 08, 2002

22         Section 28    Acceptance Deadline Time                  5:00 p.m.
</Table>


<PAGE>


d. Attachments. The following exhibits, attachments and addenda are a part of
this contract: Addendum to Contract.

e. Applicability of Terms. A check or similar mark in a box means that such
provision is applicable. The abbreviation "N/A" means not applicable.

3. INCLUSIONS AND EXCLUSIONS.

         a. The Purchase Price includes the following items (Inclusions):

                  (1) Fixtures. If attached to the Property on the date of this
contract, lighting, heating, plumbing, ventilating, and air conditioning
fixtures, inside telephone wiring and connecting blocks/jacks, plants, mirrors,
floor coverings, intercom systems, sprinkler systems and controls; and
n/a
--------------------------------------------------------------------------------

                  (2) Other Inclusions. If on the Property whether attached or
not on the date of this contract: storm windows, storm doors, window and porch
shades, awnings, blinds, screens, window coverings, curtain rods, drapery rods,
storage sheds, and all keys. Check box if included: [ ] Smoke/Fire Detectors,
[ ] Security Systems; and
n/a
--------------------------------------------------------------------------------

                  (3) Trade Fixtures. With respect to trade fixtures, Seller and
Buyer agree as follows:
n/a
--------------------------------------------------------------------------------

                  (4) Water Rights. The following legally described water
rights:
n/a
--------------------------------------------------------------------------------

                  (5) Growing Crops. With respect to the growing crops Seller
and Buyer agree as follows:
n/a
--------------------------------------------------------------------------------

         b. Instruments of Transfer. The Inclusions are to be conveyed at
Closing free and clear of all taxes, liens and encumbrances, except as provided
in Section 12. Conveyance shall be by bill of sale or other applicable legal
instrument(s). Any water rights shall be conveyed by _______ deed or other
applicable legal instrument(s).

         c. Exclusions. The following attached fixtures are excluded from this
sale:
n/a
--------------------------------------------------------------------------------

4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable
in U.S. Dollars by Buyer as follows:

<Table>
<Caption>
ITEM
NO.        REFERENCE    EVENT                         AMOUNT           AMOUNT
-----      ----------   ---------------------------   --------------   ------------
<S>        <C>          <C>                           <C>              <C>

1          Section 4    Purchase Price                $  653,400.00

2          Section 4a   Earnest Money                                     50,000.00

3          Section 4b   New Loan                                                n/a

4          Section 4c   Assumption Balance                                      n/a

5          Section 4d   Seller or Private Financing                             n/a

6          Section 4e   Cash at Closing                                  603,400.00

7                       TOTAL                         $         n/a      603,400.00
</Table>

         a. Earnest Money. The Earnest Money set forth in this Section, in the
form of Note due 3/25/02, is part payment of the Purchase Price and shall be
payable to and held by Land Title, Guarantee

<PAGE>


Company, in its trust account, on behalf of both Seller and Buyer. The parties
authorize delivery of the Earnest Money deposit to the Closing Company, if any,
at or before Closing.

6. APPRAISAL PROVISIONS.

         a. Appraisal Condition. This subsection a: [ ] Shall [X] Shall Not
apply.

         Buyer shall have the sole option and election to terminate this
contract if the Purchase Price exceeds the Property's valuation determined by an
appraiser engaged by ____. The contract shall terminate by Buyer giving Seller
written notice of termination and either a copy of such appraisal or written
notice from lender which confirms the Property's valuation is less than the
Purchase Price, received on or before the Appraisal Deadline (Section 2c). If
Seller does not receive such written notice of termination on or before the
Appraisal Deadline (Section 2c), Buyer waives any right to terminate under this
subsection.

         b. Cost of Appraisal. Cost of any appraisal to be obtained after the
date of this contract shall be timely paid by [ ] Buyer [ ] Seller.

7. EVIDENCE OF TITLE.

         a. Evidence of Title; Survey. On or before Title Deadline (Section 2c),
Seller shall cause to be furnished to Buyer, at Seller's expense, a current
commitment for owner's title insurance policy in an amount equal to the Purchase
Price certified to a current date. If a title insurance commitment is furnished,
it [X] Shall [ ] Shall Not commit to delete or insure over the standard
exceptions which relate to:

                  (1)      parties in possession,

                  (2)      unrecorded easements,

                  (3)      survey matters,

                  (4)      any unrecorded mechanics' liens,

                  (5)      gap period (effective date of commitment to date deed
                           is recorded), and

                  (6)      unpaid taxes, assessments and unredeemed tax sales
                           prior to the year of Closing.

         Any additional premium expense to obtain this additional coverage shall
be paid by [ ] Buyer [X] Seller. An amount not to exceed $ 2,500.00 for the
cost of any survey shall be paid by [ ] Buyer [X] Seller. If the cost exceeds
this amount, ____ shall pay the excess on or before Closing. The survey shall be
received by Buyer on or before Survey Deadline (Section 2c). Seller shall cause
the title insurance policy to be delivered to Buyer as soon as practicable at or
after Closing,

         b. Copies of Exceptions. On or before Title Deadline (Section 2c),
Seller, at Seller's expense, shall furnish to Buyer, (1) a copy of any plats,
declarations, covenants, conditions and restrictions burdening the Property, and
(2) if a title insurance commitment is required to be furnished, and if this box
is checked [X] Copies of any Other Documents (or, if illegible, summaries of
such documents) listed in the schedule of exceptions (Exceptions). Even if the
box is not checked, Seller shall have the obligation to furnish these documents
pursuant to this subsection if requested by Buyer any time on or before the
Document Request Deadline (Section 2c). This requirement shall pertain only to
documents as shown of record in the office of the clerk and recorder(s). The
abstract or title insurance commitment, together with any copies or summaries of
such documents furnished pursuant to this Section, constitute the title
documents (Title Documents).

8. TITLE.

         a. Title Review. Buyer shall have the right to inspect the Title
Documents. Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory title condition shown by the Title Documents shall be signed by
or on behalf of Buyer and given to Seller on or before Title Objection Deadline
(Section 2c), or within five (5) calendar days after receipt by Buyer of any
Title Document(s) or endorsement(s) adding new Exception(s) to the title
commitment together with a copy of the Title Document adding new Exception(s) to
title. If Seller does not receive Buyer's notice by the date(s) specified above,
Buyer accepts the condition of title as disclosed by the Title Documents as
satisfactory.

         b. Matters not Shown by the Public Records. Seller shall deliver to
Buyer, on or before Off-Record Matters Deadline (Section 2c) true copies of all
lease(s) and survey(s) in Seller's possession pertaining to the Property and
shall disclose to Buyer all easements, liens or other title matters not shown by
the public records of which Seller has actual knowledge. Buyer shall have the
right to inspect the Property to determine if any third party(ies) has any right
in the Property not shown by the public records (such as an unrecorded easement,
unrecorded lease, or boundary line discrepancy). Written notice of any
unsatisfactory condition(s)


<PAGE>


disclosed by Seller or revealed by such inspection shall be signed by or on
behalf of Buyer and given to Seller on or before Off-Record Matters Objection
Deadline (Section 2c). If Seller does not receive Buyer's notice by said date,
Buyer accepts title subject to such rights, if any, of third parties of which
Buyer has actual knowledge,

         c. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLIGATION DEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX
LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH
DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE
RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT
FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH
DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS,
AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.

         In the event the Property is located within a special taxing district
and Buyer desires to terminate this contract as a result, if written notice is
received by Seller on or before Off-Record Matters Objection Deadline (Section
2c), this contract shall then terminate. If Seller does not receive Buyer's
notice by such date, Buyer accepts the effect of the Property's inclusion in
such special taxing district(s) and waives the right to so terminate.

         d. Right to Cure. If Seller receives notice of unmerchantability of
title or any other unsatisfactory title condition(s) or commitment terms as
provided in Section 8 a or b above, Seller shall use reasonable effort to
correct said items without the obligation to incur any expense to correct the
same prior to Closing. If such unsatisfactory title condition(s) are not
corrected on or before Closing, this contract shall then terminate; provided,
however, Buyer may, by written notice received by Seller, on or before Closing,
waive objection to such items.

         e. Title Advisory. The Title Documents affect the title, ownership and
use of the Property and should be reviewed carefully. Additionally, other
matters not reflected in the Title Documents may affect the title, ownership and
use of the Property including without limitation boundary lines and
encroachments, area, zoning, unrecorded easements and claims of easements,
leases and other unrecorded agreements, and various laws and governmental
regulations concerning land use, development and environmental matters. THE
SURFACE ESTATE MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND
TRANSFER OF THE SURFACE ESTATE DOES NOT NECESSARILY INCLUDE TRANSFER OF THE
MINERAL RIGHTS. THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS,
GEOTHERMAL ENERGY OR WATER ON OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE
THEM RIGHTS TO ENTER AND USE THE PROPERTY. Such matters may be excluded from the
title insurance policy. Buyer is advised to timely consult legal counsel with
respect to all such matters as there are strict time limits provided in this
contract (e.g., Title Objection Deadline [Section 2c] and Off-Record Matters
Objection Deadline [Section 2c]).

10. PROPERTY DISCLOSURE AND INSPECTION.

         a. Inspection Obligation Deadline. Buyer shall have the right to have
inspection(s) of the physical condition of the Property and Inclusions, at
Buyer's expense. If the physical condition of the Property or Inclusions is
unsatisfactory in Buyer's subjective discretion, Buyer shall, on or before
Inspection Objection Deadline (Section 2c):

                  (1) notify Seller in writing that this contract is terminated,
or

                  (2) provide Seller with a written description of any
unsatisfactory physical condition which Buyer requires Seller to correct (Notice
to Correct).

         If written notice is not received by Seller on or before Inspection
Objection Deadline (Section 2c), the physical condition of the Property and
Inclusions shall be deemed to be satisfactory to Buyer.

         b. Resolution Deadline. If a Notice to Correct is received by Seller
and if Buyer and Seller have not agreed in writing to a settlement thereof on or
before Resolution Deadline (Section 2c), this contract shall terminate one
calendar day following the Resolution Deadline, unless before such termination
Seller receives Buyer's written withdrawal of the Notice to Correct.

<PAGE>


         c. Damage; Liens; Indemnity. Buyer is responsible for payment for all
inspections, surveys, engineering reports or for any other work performed at
Buyer's request and shall pay for any damage which occurs to the Property and
Inclusions as a result of such activities. Buyer shall not permit claims or
liens of any kind against the Property for inspections, surveys, engineering
reports and for any other work performed on the Property at Buyer's request.
Buyer agrees to indemnify, protect and hold Seller harmless from and against any
liability, damage, cost or expense incurred by Seller in connection with any
such inspection, claim, or lien. This indemnity includes Seller's right to
recover all costs and expenses incurred by Seller to enforce this subsection,
including Seller's reasonable attorney fees. The provisions of this subsection
shall survive the termination of this contract.

11. CLOSING. Delivery of deed(s) from Seller to Buyer shall be at Closing
(Closing). Closing shall be on the date specified as the Closing Date (Section
2c) or by mutual agreement at an earlier date. The hour and place of Closing
shall be as designated by Seller.

12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required
herein and compliance by Buyer with the other terms and provisions hereof,
Seller shall execute and deliver a good and sufficient Special Warranty deed to
Buyer, at Closing conveying the Property free and clear of all taxes except the
general taxes for the year of Closing. Except as provided herein, title shall be
conveyed free and clear of all liens, including any governmental liens for
special improvements installed as of the date of Buyer's signature hereon,
whether assessed or not. Title shall be conveyed subject to:

         a. those specific Exceptions described by reference to recorded
documents as reflected in the Title Documents accepted by Buyer in accordance
with Section 8a [Title Review],

         b. distribution utility easements,

         c. those specifically described rights of third parties not shown by
the public records of which Buyer has actual knowledge and which were accepted
by Buyer in accordance with Section 8b [Matters Not Shown by the Public
Records], and

         d. inclusion of the Property within any special taxing district, and

         e. the benefits and burdens of any declaration and party wall
agreements, if any, and

         f. other n/a
                  ------

13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid
at or before Closing from the proceeds of this transaction or from any other
source.

14. CLOSING COSTS; DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good
Funds, their respective Closing costs and all other items required to be paid at
Closing, except as otherwise provided herein. Buyer and Seller shall sign and
complete all customary or reasonably required documents at or before Closing.
Fees for real estate Closing services shall be paid at Closing by [X] One-Half
by Buyer and One-Half by Seller [ ] Buyer [ ] Seller [ ] Other n/a.

         The local transfer tax of n/a% of the Purchase Price shall be paid at
Closing by [ ] Buyer [ ] Seller. Any sales and use tax that may accrue because
of this transaction shall be paid when due by [ ] Buyer [ ] Seller.

15. PRORATIONS. The following shall be prorated to Closing Date (Section 2c),
except as otherwise provided:

         a. Taxes. Personal property taxes, if any, and general real estate
taxes for the year of Closing, based on [ ] The Taxes for the Calendar Year
Immediately Preceding Closing [X] The Most Recent Mill Levy and Most Recent
Assessment [ ] Other
n/a
--------------------------------------------------------------------------------

         c. Other Prorations. Water, sewer charges; and interest on continuing
loan(s), if any; and

n/a
--------------------------------------------------------------------------------

         d. Final Settlement. Unless otherwise agreed in writing, these
prorations shall be final.

16. POSSESSION. Possession of the Property shall be delivered to Buyer on
Possession Date and Possession Time (Section 2c), subject to the following
lease(s) or tenancy(s):

n/a
--------------------------------------------------------------------------------

         If Seller, after Closing, fails to deliver possession as specified,
Seller shall be subject to eviction and shall be additionally liable to Buyer
for payment of $n/a, per day from the Possession Date (Section 2c) until
possession is delivered.


<PAGE>


17. ASSIGNABLE: This contract shall be assignable by Buyer without Seller's
prior written consent. Except as so restricted, this contract shall inure to the
benefit of and be binding upon the heirs, personal representatives, successors
and assigns of the parties.

18. CONDITION OF AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise
provided in this contract, the Property, Inclusions or both shall be delivered
in the condition existing as of the date of this contract, ordinary wear and
tear excepted.

         a. Casualty; Insurance. In the event the Property or Inclusions shall
be damaged by fire or other casualty prior to Closing, in an amount of not more
than ten percent of the total Purchase Price, Seller shall be obligated to
repair the same before the Closing Date (Section 2c). In the event such damage
is not repaired within said time or if the damages exceed such sum, this
contract may be terminated at the option of Buyer by delivering to Seller
written notice of termination. Should Buyer elect to carry out this contract
despite such damage, Buyer shall be entitled to a credit, at Closing, for all
the insurance proceeds resulting from such damage to the Property and Inclusions
payable to Seller but not the owners' association, if any, plus the amount of
any deductible provided for in such insurance policy, such credit not to exceed
the total Purchase Price.

         b. Damage; Inclusions; Services. Should any Inclusion(s) or service(s)
(including systems and components of the Property, e.g. heating, plumbing, etc.)
fail or be damaged between the date of this contract and Closing or possession,
whichever shall be earlier, then Seller shall be liable for the repair or
replacement of such Inclusion(s) or service(s) with a unit of similar size, age
and quality, or an equivalent credit, but only to the extent that the
maintenance or replacement of such Inclusion(s), service(s) or fixture(s) is not
the responsibility of the owners' association, if any, less any insurance
proceeds received by Buyer covering such repair or replacement. The risk of loss
for any damage to growing crops, by fire or other casualty, shall be borne by
the party entitled to the growing crops, if any, as provided in Section 3 and
such party shall be entitled to such insurance proceeds or benefits for the
growing crops, if any.

         c. Walk-Through; Verification of Condition. Buyer, upon reasonable
notice, shall have the right to walk through the Property prior to Closing to
verify that the physical condition of the Property and Inclusions complies with
this contract.

19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and
Seller acknowledge that the Selling Company or the Listing Company has advised
that this document has important legal consequences and has recommended the
examination of title and consultation with legal and tax or other counsel before
signing this contract.

20. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any note or
check received as Earnest Money hereunder or any other payment due hereunder is
not paid, honored or tendered when due, or if any other obligation hereunder is
not performed or waived as herein provided, there shall be the following
remedies:

         a. If Buyer Is In Default:

                  (2) Liquidated Damages. All payments and things of value
received hereunder shall be forfeited by Buyer and retained on behalf of Seller
and both parties shall thereafter be released from all obligations hereunder. It
is agreed that such payments and things of value are LIQUIDATED DAMAGES and
(except as provided in subsection c) are SELLER'S SOLE AND ONLY REMEDY for
Buyer's failure to perform the obligations of this contract. Seller expressly
waives the remedies of specific performance.

         b. If Seller is in Default: Buyer may elect to treat this contract as
canceled, in which case all payments and things of value received hereunder
shall be returned and Buyer may recover such damages as may be proper, or Buyer
may elect to treat this contract as being in full force and effect and Buyer
shall have the right to specific performance.

         c. Costs and Expenses. In the event of any arbitration or litigation
relating to this contract, the arbitrator or court shall award to the prevailing
party all reasonable costs and expenses, including attorney fees.

21. MEDIATION. If a dispute arises relating to this contract, prior to or after
Closing, and is not resolved, the parties shall first proceed in good faith to
submit the matter to mediation. Mediation is a process in which the parties meet
with an impartial person who helps to resolve the dispute informally and
confidentially. Mediators cannot impose binding decisions. The parties to the
dispute must agree before any

<PAGE>


settlement is binding. The parties will jointly appoint an acceptable mediator
and will share equally in the cost of such mediation. The mediation, unless
otherwise agreed, shall terminate in the event the entire dispute is not
resolved 30 calendar days from the date written notice requesting mediation is
sent by one party to the other(s). This Section shall not alter any date in this
contract, unless otherwise agreed.

22. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract,
Buyer and Seller agree that, in the event of any controversy regarding the
Earnest Money and things of value held by broker or Closing Company (unless
mutual written instructions are received by the holder of the Earnest Money and
things of value), broker or Closing Company shall not be required to take any
action but may await any proceeding, or at broker's or Closing Company's option
and sole discretion, may interplead all parties and deposit any moneys or things
of value into a court of competent jurisdiction and shall recover court costs
and reasonable attorney fees.

23. TERMINATION. In the event this contract is terminated, all payments and
things of value received hereunder shall be returned and the parties shall be
relieved of all obligations hereunder, subject to Sections 10c, 21 and 22.

24. ADDITIONAL PROVISIONS. (The language of these additional provisions has not
been approved by the Colorado Real Estate Commission.)

SEE ATTACHED CONTRACT ADDENDUM.

25. ENTIRE AGREEMENT; SUBSEQUENT MODIFICATION: SURVIVAL. This contract
constitutes the entire contract between the parties relating to the subject
hereof, and any prior agreements pertaining thereto, whether oral or written,
have been merged and integrated into this contract. No subsequent modification
of any of the terms of this contract shall be valid, binding upon the parties,
or enforceable unless made in writing and signed by the parties. Any obligation
in this contract which, by its terms, is intended to be performed after
termination or Closing shall survive the same.

26. FACSIMILE. Signatures [X] May [ ] May Not be evidenced by facsimile.
Documents with original signatures shall be provided to the other party at
Closing, or earlier upon request of any party.

27. NOTICE OF ACCEPTANCE; COUNTERPARTS. This proposal shall expire unless
accepted in writing, by Buyer and Seller, as evidenced by their signatures
below, and the offering party receives notice of acceptance pursuant to Section
27 on or before Acceptance Deadline Date and Acceptance Deadline Time (Section
2c). If accepted, this document shall become a contract between Seller and
Buyer. A copy of this document may be executed by each party, separately, and
when each party has executed a copy thereof, such copies taken together shall be
deemed to be a full and complete contract between the parties.

Roger Hurst and/or assigns

         8100 Southpark Way, Suite B-1, Littleton, CO  80120
         Bus. # 303-794-2000        Fax #: 303-798-8332

BUYER                                                   DATE
     --------------------------------------                 ------------------
     By: Roger Hurst

NOTE: IF THIS OFFER IS BEING COUNTERED OR REJECTED, DO NOT SIGN THIS DOCUMENT.
REFER TO SECTION 29.

Urban Group, LLC, a Colorado limited liability company
7437 Village Square Drive, Suite 200, Castle Rock, CO  80104
Bus. #:  303-660-1338      Fax #:  303-660-4089

SELLER                                                  DATE
      -------------------------------------                  -----------------
      By: Don Weaver, Manager

29. COUNTER; REJECTION. This offer is [ ] Countered [ ] Rejected.

Initials only of party (Buyer or Seller) who countered
or rejected offer.
                                                             -----------------

                                 END OF CONTRACT

<PAGE>


Note: Closing Instructions should be signed on or before Title Deadline.

BROKER ACKNOWLEDGMENTS. The undersigned Broker(s) acknowledges receipt of the
Earnest Money deposit specified in Section 4 and, while not a party to the
contract, agrees to cooperate upon request with any mediation conducted under
Section 21.

         Selling Company Brokerage Relationship. The Selling Company and its
licensees have been engaged in this transaction as [ ] Buyer Agent [ ] Seller
Agent/Subagent [ ] Dual Agent [X] Transaction-Broker.

         Listing Company Brokerage Relationship. The Listing Company and its
licensees have been engaged in this transaction as [ ] Seller Agent [ ] Dual
Agent [X] Transaction-Broker.

BROKERS' COMPENSATION DISCLOSURE.

Selling Company's compensation or commission is to be paid by: [ ] Buyer
[X] Seller [ ] Listing Company

[ ] Other n/a
          ----------------------------------------------------------------------

To be completed by Listing Company) Listing Company's compensation or commission
is to be paid by: [ ]

[ ] Buyer  [X] Seller

Other    n/a
      --------------------------------------------------------------------------

Selling Company:
         Coldwell Banker Commercial American Spectrum
         1777 South Harrison Street
         Penthouse 2
         Denver, CO 80210
         Phone: 303-409-1400, Fax: 303-409-6000

         By:
             -------------------------------------------------------------------
             Signature            James T. Brubaker                    Date

Listing Company: n/a                                          (Name of Company)
                 -------------------------------------------

Listing Company's Address:         n/a
                           -----------------------------------------------------

Listing Company's Telephone No:  n/a   Listing Company's Fax No: n/a
                                 ----                            ---------------

By:
   -----------------------------------------------------------------------------

Signature  n/a                                               Date
           -----------------------------




<PAGE>


                                CONTRACT ADDENDUM

Addendum to Contract dated January 29, 2002 between Roger Hurst, and/or assigns,
as Buyer(s), and Urban Group, LLC, as Seller(s), concerning property to be
platted as Lot 1, Brookside Business Center Filing #5, Castle Rock, Colorado
80104 (hereinafter "the Property"). If any provision in the printed form of said
Contract is inconsistent with any provision contained herein, then in that
event, the provision contained in this Addendum shall govern and control the
rights and obligations of the parties.

ALL PARTIES SHOULD CONSULT LEGAL AND TAX COUNSEL BEFORE SIGNING.

24. ADDITIONAL PROVISIONS:

24(a). CLOSING. Seller is purchasing the Property from Robert L. Hier
(hereinafter "Heir"), pursuant to a Contract to Buy and Sell Real Estate (Vacant
Land-Farm-Ranch), dated January 22, 2002, a copy of which is attached hereto as
Exhibit A, and incorporated herein by reference. It is agreed by the Buyer and
Seller that the Closing pursuant to this Contract shall take place
simultaneously with the closing between Seller and Heir. However, the Closing
date pursuant to this Contract shall be extended to a later date, not to exceed
June 1, 2002, if Seller extends the date of the Closing pursuant to the terms of
Seller's contract with Heir. In such event, Seller shall give Buyer notice, in
writing, of the new Closing date between Buyer and Seller. In the event Seller
terminates Seller's contract with Heir, pursuant to the terms of the Contract
with Heir, or in the event Heir terminates its contract with Seller, this
Contract shall be terminated, and all Earnest Money shall be refunded to the
Buyer, and the Seller shall be released from any further liability other than
the return of the Earnest Money Deposit.

24(b). ASSIGNMENT. Pursuant to Seller's contract with Heir, it is contemplated
that the Seller will assign all of its rights to purchase the Property from Heir
to a to-be-formed entity controlled by the Seller, and in turn assign all of
Seller's rights under this Contract to said to-be-formed entity. Buyer and
Seller acknowledge and agree that Seller may assign all of Seller's rights and
obligations under this Contract to a to-be-formed entity controlled by the
Seller. Upon such assignment, the to-be-formed entity shall be solely
responsible for the terms and conditions of this Contract, and the Seller shall
be released from any and all liability arising from, or pertaining to, this
Contract, it being understood that the to-be-formed entity shall be solely
responsible for the terms and conditions of this Contract.

Unless written consent is otherwise received from the Seller, this Contract may
only be assigned by Buyer to a legal entity controlled by Buyer or Aspen Bio,
Inc.

24(c). NEXT BUSINESS DAY. In the event any date described herein for payment or
performance of the provisions hereof falls on a Saturday, Sunday or legal
holiday, the time for such payment or performance shall be extended to the next
business day.

Any date references to "Execution" are referring to the date this Contract is
mutually accepted and executed by Buyer and Seller.

24(d). NOTICES. Any notices which a party desires or is required to give
hereunder shall be in writing and shall be deemed given when delivered
personally to each party, delivered by facsimile, or


<PAGE>


deposited in the United States mails, postage prepaid, either registered or
certified, return receipt requested, to the parties at the following addresses:

Buyer:
Mr. Roger Hurst
8100 Southpark Way, Suite B-1
Littleton, CO 80120
OFC: 303-794-2000
FAX: 303-798-8332

Seller:
Mr. Don Weaver
Urban Group, LLC
7437 Village Square Drive, Suite 200
Castle Rock, CO 80104
OFC: 303-660-1338
FAX: 303-660-4089

With Copies To:
Mark J. Overton, Esq.
Overton, Babiarz & Sykes, P.C.
7720 East Belleview Avenue, Suite 200
Englewood, CO  80111
OFC:  303-779-5900
FAX:  303-779-6006

Mr. James T. Brubaker
Coldwell Banker Commercial American Spectrum
1777 South Harrison Street, Penthouse 2
Denver, CO  80210
OFC:  303-409-6002
FAX:  303-409-6000

24(e). SURVEY. Seller shall provide to Buyer, at Seller's cost, pursuant to
Paragraph 7(a) a current or updated and signed ALTA/ACSM Survey of the Property
on or before the Survey Deadline and said survey shall be certified to the title
company issuing title insurance, the Buyer, the Seller, and Coldwell Banker
Commercial American Spectrum. If at Buyer's sole discretion Buyer is not
satisfied with this survey, Buyer shall notify Seller in writing on or before
the Inspection Objection Deadline, and this Contract shall be null and void and
all earnest money deposits shall be immediately refunded to Buyer.

24(f). ENVIRONMENTAL ASSESSMENT. On or before the Survey Deadline, Seller shall
provide Buyer with a copy of the Phase I Environmental Site Assessment Report
("ESA"). Seller is to receive from Heir pursuant to the terms of Seller's
contract with Heir. The ESA shall be performed in accordance with the American
Society of Testing and Materials ("ASTM") publication, "Standard Practice for
Environmental Site Assessment Process" ("ASTN Standard"). If at Buyer's sole
discretion Buyer is not satisfied with the results of this environmental study,
Buyer shall notify Seller in writing on or before the Inspection Objection
Deadline, and at Buyer's option; (i) this Contract shall be null and void and
all earnest money deposits shall be immediately refunded to Buyer; or (ii) all
time periods under this Contract shall be extended for 30 days while Buyer
conducts further tests and examinations of the Property at its expense. At the
end of that 30 day


<PAGE>


period, Buyer may elect to terminate this Contract, in which case all Earnest
Money deposits shall be returned to it; or to proceed pursuant to this Contract.
Buyer will not harm in any way, before or after Closing, the Preble's Meadow
Jumping Mouse Conservation Habitat area adjacent to the Property. Buyer will
execute, at Closing, any reasonable documents agreeing to the existing
Conservation Plan to protect the adjacent Preble's Meadow Jumping Mouse
Conservation Habitat, a copy of said documents shall be delivered by Seller to
Buyer on or before March 15, 2002.

24(g). INSPECTIONS. Paragraph 10 in this Contract regarding Inspections shall
include Buyer's inspections without limitation, at Buyer's expense for,
availability of legal, access, utility services cost and availability, current
zoning, environmental. risks, soil conditions, and any other items Buyer deems
necessary. If, at Buyer's sole discretion, Buyer is not satisfied with the
results of any inspections, Buyer shall notify Seller per the inspection
Objection Deadline and Resolution Deadline in Contract Paragraph 10.

24(h). BROKERS, THOSE NAMED ONLY. The Buyer and Seller represent to each other
that they have had no negotiations through or brokerage services performed by
any other broker or intermediary other than Coldwell Banker Commercial American
Spectrum in connection with the execution and delivery of this contract. Roger
Hurst is licensed to sell real estate in the State of Colorado and will not be
receiving any fees from this transaction.

24(i). TITLE COMPANY. Title insurance shall be issued by Land Title Guarantee
Company ("Title Company"), 512 Wilcox, Castle Rock, CO 80104.


24(j). EARNEST MONEY. All Earnest Money shall be deposited in an interest
bearing Land Title Guarantee company (Castle Rock office) trust account with
interest accruing to Buyer's benefit unless Buyer is in default and interest
thereby will accrue to Seller's benefit.

24(k). Final Purchase Price Adjustment. The Purchase Price set forth in
Paragraph 4 of this Contract is based on a price of $5.00 per Square Foot of
land as shown on the ALTA/ACSM Survey described in Section 24(c) and assumes
that the Property contains 5.00 usable acres net of street right of way or
floodplain. The Final Purchase price at time of Closing shall be based on a
price of $5.00 per Square foot times the total square footage of land stated on
the Survey referenced in Paragraph 7(a) net of street right of way or floodplain
area.

24(l). LAND USE APPROVALS. Pursuant to Seller's contract with Heir, Heir must
obtain approvals for Final Plat for the Property and a recorded Final Plat with
a recorded Subdivision Improvement Agreement on or before March 25, 2002, and
Heir's expense, from the City of Castle Rock, Colorado ("City"), and Seller must
obtain on or before March 25, 2002, City Site Plan approval, building permits
for Lot 1, construction permits for infrastructure, and other required approvals
at Buyer's expense all in forms and pursuant to terms acceptable to Seller in
its sole discretion or Seller's contract with Heir shall be null and void solely
at the discretion of the Seller. Likewise, this Contract shall also be
contingent on Heir and Seller obtaining the above described approvals on or
before Closing, provided, however, Buyer may not terminate this Contract after
March 15, 2002 for failure to obtain said approvals, unless the above described
approvals have not been obtained by June 1, 2002. If said approvals have not
been obtained by June 1, 2002, Buyer, at Buyer's discretion, may terminate this
Contract ab initio, and shall be entitled to a refund of all Earnest Money
deposited by Buyer.

24(m). BUILD TO SUIT. This contract is conditional upon Buyer, and/or its
assign, and Seller and/or its assigns, entering into a build-to-suit agreement,
with required loan approvals, on or before March 15, 2002, to build a light
manufacturing/office/warehouse facility on the Property for Aspen Bio, Inc. This
Contract shall be null and void at the discretion of either Seller or Buyer in
the event said build-to-suit contract is not entered into and all loans approved
by March 15, 2002. In the event of termination pursuant to the terms of this
paragraph, all Earnest Money shall be returned to Buyer.


<PAGE>


24(n). DELIVERY OF MATERIALS TO BUYER. Within ten (10) business days after the
mutual execution and delivery of this Contract, Seller shall provide to Buyer,
at no expense to Buyer, any and all engineering studies, warranties, guaranties,
contracts affecting the Property, licenses and permits respecting the Property,
any environmental property assessments including documents regarding the
Prebble's Meadow Jumping Mouse, zoning information, construction drawings,
surveys, plats, preliminary drawings, Development Plans, documents submitted or
to be submitted to The City of Castle Rock Planning Department, or any
quasi-governmental agency having jurisdiction over the Property, Declaration of
Protective Covenants, and all other materials and documents concerning the
Property owned by Seller or in Seller's possession.

24(o). NON-RECORDATION. Seller and Buyer agree not to record this Contract with
the office of the Douglas County Clerk and Recorder, or any other public office
in Colorado. In the event that Buyer records this Contract, then this Contract,
at the sole election of the Seller, shall be terminated. The termination of this
Contract shall be effective on the date a Notice of Termination for this
Contract, signed by Seller, is recorded with the Office of the Douglas County
Clerk and Recorder.

24(p). CONFIDENTIALITY AGREEMENT. Seller and Buyer each agree to maintain in
confidence any information, whether written (including information that is
stored on machine readable media) or oral, regarding the Property and the
business operations and assets of either party hereto, that previously has not
been publicly released by a duly authorized representative of the party hereto
to whom such information pertains, including but not limited to proprietary
information, plans and specifications, engineering reports, permits, licenses,
and contracts affecting the Property or Buyer's plans for development thereof,
or any information relating to the environmental condition of the Property or
any market analyses or other studies pertaining to the Property or Buyer's plans
for development thereof, and the negotiation of and/or the terms and conditions
of this Contract (collectively, the Confidential Information), except that
either party shall have the right to disclose the Confidential Information, or
such portions thereof, (i) as may be compelled by deposition, interrogatory,
subpoena, civil investigative demand or similar legal process, and (ii) to
consultants, advisors, potential and actual lenders and/or investors, potential
and actual buyers or tenants, and government officials and/or employees in
connection with evaluation, planning, permitting, financing and other necessary
project development activities.



Buyer:


By:                                         Date:
   ----------------------------------            ------------------------------
   Roger Hurst

Seller::

Urban Group, LLC


By:                                         Date:
   ----------------------------------            ------------------------------
   Don Weaver, Manager




<PAGE>


                                    EXHIBIT A

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.

                      CONTRACT TO BUY AND SELL REAL ESTATE
                          (VACANT LAND - FARM - RANCH)

                                                      Date:   January 22, 2002
                                                            --------------------

1. AGREEMENT. Buyer agrees to buy and the undersigned Seller agrees to sell the
Property defined below on the terms and conditions set forth in this contract

2. DEFINED TERMS.

         a. Buyer. Buyer,
         Urban Group, LLC, a Colorado limited liability company, and/or assigns

will take title to the real property described below as [ ] Joint Tenants [ ]
Tenants In Common [ ] Other
n/a
--------------------------------------------------------------------------------

         b. Property. The Property is the following legally described real
estate: To be platted as Lots 1-3, Brookside Business Center Filing #5, City of
Castle Rock

in the County of Douglas , Colorado, commonly known as No.
South Perry Street, Castle Rock, CO 80104

together with the interests, easements, rights, benefits, improvements and
attached fixtures appurtenant thereto, all interest of Seller in vacated streets
and alleys adjacent thereto, except as herein excluded.

         c. Dates and Deadlines.

<Table>
<Caption>
ITEM
NO.      REFERENCE     EVENT                                    DATE OR DEADLINE
------   -----------   --------------------------------------   -------------------
<S>      <C>           <C>                                      <C>

1        Section 5a    Loan Application Deadline                n/a

2        Section 5b    Loan Commitment Deadline                 n,/a

3        Section 5c    Buyer's Credit Information Deadline      n/a

4        Section 5c    Disapproval of Buyer's Credit Deadline   n/a

5        Section 5d    Existing Loan Documents Deadline         n/a

6        Section 5d    Objection to Existing Loan Deadline      n/a

7        Section 5d    Approval of Loan Transfer Deadline       n/a

8        Section 6a    Appraisal Deadline                       n/a

9        Section 7a    Title Deadline                           January 31, 2002

10       Section 7a    Survey Deadline                          February 15, 2002

11       Section 7b    Document Request Deadline                February 06, 2002

12       Section 8a    Title Objection Deadline                 March 01, 2002

13       Section 8b    Off-Record Matters Deadline              January 31, 2002

14       Section 8b    Off-Record Matters Objection Deadline    February 18, 2002

15       Section 10    Seller's Property Disclosure Deadline    n/a

16       Section 10a   Inspection Objection Deadline            March 25, 2002

17       Section 10b   Resolution Deadline                      n/a

18       Section 11    Closing Date                             April 25, 2002

19       Section 16    Possession Date                          April 25, 2002

20       Section 16    Possession Time                          Time of Closing

21       Section 28    Acceptance Deadline Date                 January 25, 2002

22       Section 28    Acceptance Deadline Time                 5:00 p.m.
</Table>


<PAGE>


d. Attachments. The following exhibits, attachments and addenda are a part of
this contract: Addendum to Contract.

e. Applicability of Terms. A check or similar mark in a box means that such
provision is applicable. The abbreviation "N/A" means not applicable.

3. INCLUSIONS AND EXCLUSIONS.

         a. The Purchase Price includes the following items (Inclusions):

                  (1) Fixtures. If attached to the Property on the date of this
contract, lighting, heating, plumbing, ventilating, and air conditioning
fixtures, inside telephone wiring and connecting blocks/jacks, plants, mirrors,
floor coverings, intercom systems, sprinkler systems and controls; and n/a
                                                                       -------

                  (2) Other Inclusions. If on the Property whether attached or
not on the date of this contract:

storm windows, storm doors, window and porch shades, awnings, blinds, screens,,
window coverings, curtain rods, drapery rods, storage sheds, and all keys. Check
box if included: [ ] Smoke/Fire Detectors, [ ] Security Systems; and
n/a
--------------------------------------------------------------------------------

                  (3) Trade Fixtures. With respect to trade fixtures, Seller and
Buyer agree as follows:
n/a
--------------------------------------------------------------------------------

                  (4) Water Rights. The following legally described water
rights:
n/a
--------------------------------------------------------------------------------

                  (5) Growing Crops. With respect to the growing crops Seller
and Buyer agree as follows:
n/a
--------------------------------------------------------------------------------

         b. Instruments of Transfer. The Inclusions are to be conveyed at
Closing free and clear of all taxes, liens and encumbrances, except as provided
in Section 12. Conveyance shall be by bill of sale or other applicable legal
instrument(s). Any water rights shall be conveyed by n/a deed or other
applicable legal instrument(s).

         c. Exclusions. The following attached fixtures are excluded from this
sale:
n/a
--------------------------------------------------------------------------------

4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable
in U.S. Dollars by Buyer as follows:

<Table>
<Caption>
ITEM
NO.      REFERENCE      EVENT                          AMOUNT                  AMOUNT
----     ---------      -----                          ------                  ------
<S>      <C>            <C>                            <C>                 <C>

1        Section 4      Purchase Price                 $ 1,089,000.00

2        Section 4a     Earnest Money                                          50,000.00

3        Section 4b     New Loan                                                     n/a

4        Section 4c     Assumption Balance                                           n/a

5        Section 4d     Seller or Private Financing                                  n/a

6        Section 4e     Cash at Closing                                     1,039,000.00

7                       TOTAL                          $           n/a      1,089,000.00
</Table>


<PAGE>


         a. Earnest Money. The Earnest Money set forth in this Section, in the
form of Note due 3/25/02, is part payment of the Purchase Price and shall be
payable to and held by Land Title, Guarantee Company, in its trust account, on
behalf of both Seller and Buyer. The parties authorize delivery of the Earnest
Money deposit to the Closing Company, if any, at or before Closing.

6. APPRAISAL PROVISIONS.

         a. Appraisal Condition. This subsection a: [ ] Shall [X] Shall Not
apply.

         Buyer shall have the sole option and election to terminate this
contract if the Purchase Price exceeds the Property's valuation determined by an
appraiser engaged by n/a. The contract shall terminate by Buyer giving Seller
written notice of termination and either a copy of such appraisal or written
notice from lender which confirms the Property's valuation is less than the
Purchase Price, received on or before the Appraisal Deadline (Section 2c). If
Seller does not receive such written notice of termination on or before the
Appraisal Deadline (Section 2c), Buyer waives any right to terminate under this
subsection.

         b. Cost of Appraisal. Cost of any appraisal to be obtained after the
date of this contract shall be timely paid by [ ] Buyer [ ] Seller.

7. EVIDENCE OF TITLE.

         a. Evidence of Title; Survey. On or before Title Deadline (Section 2c),
Seller shall cause to be furnished to Buyer, at Seller's expense, a current
commitment for owner's title insurance policy in an amount equal to the Purchase
Price certified to a current date. If a title insurance commitment is furnished,
it [X] Shall [ ] Shall Not commit to delete or insure over the standard
exceptions which relate to:

                  (1)      parties in possession,

                  (2)      unrecorded easements,

                  (3)      survey matters,

                  (4)      any unrecorded mechanics' liens,

                  (5)      gap period (effective date of commitment to date deed
                           is recorded), and

                  (6)      unpaid taxes, assessments and unredeemed tax sales
                           prior to the year of Closing.

         Any additional premium expense to obtain this additional coverage shall
be paid by [ ] Buyer [X] Seller. An amount not to exceed $ 2,500.00 for the
cost of any survey shall be paid by [ ] Buyer [X] Seller. If the cost exceeds
this amount, n/a shall pay the excess on or before Closing. The survey shall be
received by Buyer on or before Survey Deadline (Section 2c). Seller shall cause
the title insurance policy to be delivered to Buyer as soon as practicable at or
after Closing.

         b. Copies of Exceptions. On or before Title Deadline (Section 2c),
Seller, at Seller's expense, shall furnish to Buyer, (1) a copy of any plats,
declarations, covenants, conditions and restrictions burdening the Property, and
(2) if a title insurance commitment is required to be furnished, and if this box
is checked [X] Copies of any Other Documents (or, if illegible, summaries of
such documents) listed in the schedule of exceptions (Exceptions). Even if the
box is not checked, Seller shall have the obligation to furnish these documents
pursuant to this subsection if requested by Buyer any time on or before the
Document Request Deadline (Section 2c). This requirement shall pertain only to
documents as shown of record in the office of the clerk and recorder(s). The
abstract or title insurance commitment, together with any copies or summaries of
such documents furnished pursuant to this Section, constitute the title
documents (Title Documents).

8. TITLE.

         a. Title Review. Buyer shall have the right to inspect the Title
Documents. Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory title condition shown by the Title Documents shall be signed by
or on behalf of Buyer and given to Seller on or before Title Objection Deadline
(Section 2c), or within five (5) calendar days after receipt by Buyer of any
Title Document(s) or endorsement(s) adding new Exception(s) to the title
commitment together with a copy of the Title Document adding new Exception(s) to
title. If Seller does not receive Buyer's notice by the date(s) specified above,
Buyer accepts the condition of title as disclosed by the Title Documents as
satisfactory.

         b. Matters not Shown by the Public Records. Seller shall deliver to
Buyer, on or before Off-Record Matters Deadline (Section 2c) true copies of all
lease(s) and survey(s) in Seller's possession pertaining to the Property and
shall disclose to Buyer all easements, liens or other title matters not shown by
the public records of which Seller has actual knowledge. Buyer shall have the
right to inspect the Property to determine if any


<PAGE>


third party(ies) has any right in the Property not shown by the public records
(such as an unrecorded easement, unrecorded lease, or boundary line
discrepancy). Written notice of any unsatisfactory condition(s) disclosed by
Seller or revealed by such inspection shall be signed by or on behalf of Buyer
and given to Seller on or before Off-Record Matters Objection Deadline (Section
2c). If Seller does not receive Buyer's notice by said date, Buyer accepts title
subject to such rights, if any, of third parties of which Buyer has actual
knowledge,

         c. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLIGATION DEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX
LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH
DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE
RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT
FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH
DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS,
AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.

         In the event the Property is located within a special taxing district
and Buyer desires to terminate this contract as a result, if written notice is
received by Seller on or before Off-Record Matters Objection Deadline (Section
2c), this contract shall then terminate. If Seller does not receive Buyer's
notice by such date, Buyer accepts the effect of the Property's inclusion in
such special taxing district(s) and waives the right to so terminate.

         d. Right to Cure. If Seller receives notice of unmerchantability of
title or any other unsatisfactory title condition(s) or commitment terms as
provided in Section 8 a or b above, Seller shall use reasonable effort to
correct said items without the obligation to incur any expense to correct the
same prior to Closing. If such unsatisfactory title condition(s) are not
corrected on or before Closing, this contract shall then terminate; provided,
however, Buyer may, by written notice received by Seller, on or before Closing,
waive objection to such items.

         e. Title Advisory. The Title Documents affect the title, ownership and
use of the Property and should be reviewed carefully. Additionally, other
matters not reflected in the Title Documents may affect the title, ownership and
use of the Property including without limitation boundary lines and
encroachments, area, zoning, unrecorded easements and claims of easements,
leases and other unrecorded agreements, and various laws and governmental
regulations concerning land use, development and environmental matters. THE
SURFACE ESTATE MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND
TRANSFER OF THE SURFACE ESTATE DOES NOT NECESSARILY INCLUDE TRANSFER OF THE
MINERAL RIGHTS. THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS,
GEOTHERMAL ENERGY OR WATER ON OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE
THEM RIGHTS TO ENTER AND USE THE PROPERTY. Such matters may be excluded from the
title insurance policy. Buyer is advised to timely consult legal counsel with
respect to all such matters as there are strict time limits provided in this
contract (e.g., Title Objection Deadline [Section 2c] and Off-Record Matters
Objection Deadline [Section 2c]).

10. PROPERTY DISCLOSURE AND INSPECTION.

         a. Inspection Obligation Deadline. Buyer shall have the right to have
inspection(s) of the physical condition of the Property and Inclusions, at
Buyer's expense. If the physical condition of the Property or Inclusions is
unsatisfactory in Buyer's subjective discretion, Buyer shall, on or before
Inspection Objection Deadline (Section 2c):

                  (1) notify Seller in writing that this contract is terminated,
or

                  (2) provide Seller with a written description of any
unsatisfactory physical condition which Buyer requires Seller to correct (Notice
to Correct).

         If written notice is not received by Seller on or before Inspection
Objection Deadline (Section 2c), the physical condition of the Property and
Inclusions shall be deemed to be satisfactory to Buyer.

         b. Resolution Deadline. If a Notice to Correct is received by Seller
and if Buyer and Seller have not agreed in writing to a settlement thereof on or
before Resolution Deadline (Section 2c), this contract shall

<PAGE>


terminate one calendar day following the Resolution Deadline, unless before such
termination Seller receives Buyer's written withdrawal of the Notice to Correct.

         c. Damage; Liens; Indemnity. Buyer is responsible for payment for all
inspections, surveys, engineering reports or for any other work performed at
Buyer's request and shall pay for any damage which occurs to the Property and
Inclusions as a result of such activities. Buyer shall not permit claims or
liens of any kind against the Property for inspections, surveys, engineering
reports and for any other work performed on the Property at Buyer's request.
Buyer agrees to indemnify, protect and hold Seller harmless from and against any
liability, damage, cost or expense incurred by Seller in connection with any
such inspection, claim, or lien. This indemnity includes Seller's right to
recover all costs and expenses incurred by Seller to enforce this subsection,
including Seller's reasonable attorney fees. The provisions of this subsection
shall survive the termination of this contract.

11. CLOSING. Delivery of deed(s) from Seller to Buyer shall be at Closing
(Closing). Closing shall be on the date specified as the Closing Date (Section
2c) or by mutual agreement at an earlier date. The hour and place of Closing
shall be as designated by Seller.

12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required
herein and compliance by Buyer with the other terms and provisions hereof,
Seller shall execute and deliver a good and sufficient special warranty deed to
Buyer, at Closing conveying the Property free and clear of all taxes except the
general taxes for the year of Closing. Except as provided herein, title shall be
conveyed free and clear of all liens, including any governmental liens for
special improvements installed as of the date of Buyer's signature hereon,
whether assessed or not. Title shall be conveyed subject to:

         a. those specific Exceptions described by reference to recorded
documents as reflected in the Title Documents accepted by Buyer in accordance
with Section 8a [Title Review],

         b. distribution utility easements,

         c. those specifically described rights of third parties not shown by
the public records of which Buyer has actual knowledge and which were accepted
by Buyer in accordance with Section 8b [Matters Not Shown by the Public
Records], and

         d. inclusion of the Property within any special taxing district, and

         e. the benefits and burdens of any declaration and party wall
agreements, if any, and

         f. other n/a
                  ---------

13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid
at or before Closing from the proceeds of this transaction or from any other
source.

14. CLOSING COSTS; DOCUMENTS AND SERVICES. Buyer and Seller shall pay,
in Good Funds, their respective Closing costs and all other items required to be
paid at Closing, except as otherwise provided herein. Buyer and Seller shall
sign and complete all customary or reasonably required documents at or before
Closing. Fees for real estate Closing services shall be paid at Closing by [X]
One-Half by Buyer and One-Half by Seller [ ] Buyer [ ] Seller [ ] Other _____.

         The local transfer tax of n/a% of the Purchase Price shall be paid at
Closing by [ ] Buyer [ ] Seller. Any sales and use tax that may accrue because
of this transaction shall be paid when due by [ ] Buyer [ ] Seller.

15. PRORATIONS. The following shall be prorated to Closing Date (Section 2c),
except as otherwise provided:

         a. Taxes. Personal property taxes, if any, and general real estate
taxes for the year of Closing, based on [ ] The Taxes for the Calendar Year
Immediately Preceding Closing [X] The Most Recent Mill Levy and Most Recent
Assessment [ ] Other
n/a
--------------------------------------------------------------------------------

         c. Other Prorations. Water, sewer charges; and interest on continuing
loan(s), if any; and

         d. Final Settlement. Unless otherwise agreed in writing, these
prorations shall be final.

16. POSSESSION. Possession of the Property shall be delivered to Buyer on
Possession Date and Possession Time (Section 2c), subject to the following
lease(s) or tenancy(s):
n/a
--------------------------------------------------------------------------------


<PAGE>


         If Seller, after Closing, fails to deliver possession as specified,
Seller shall be subject to eviction and shall be additionally liable to Buyer
for payment of $n/a, per day from the Possession Date (Section 2c) until
possession is delivered.

17. ASSIGNABLE: This contract shall be assignable by Buyer without Seller's
prior written consent. Except as so restricted, this contract shall inure to the
benefit of and be binding upon the heirs, personal representatives, successors
and assigns of the parties.

18. CONDITION OF AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise
provided in this contract, the Property, Inclusions or both shall be delivered
in the condition existing as of the date of this contract, ordinary wear and
tear excepted.

         a. Casualty; Insurance. In the event the Property or Inclusions shall
be damaged by fire or other casualty prior to Closing, in an amount of not more
than ten percent of the total Purchase Price, Seller shall be obligated to
repair the same before the Closing Date (Section 2c). In the event such damage
is not repaired within said time or if the damages exceed such sum, this
contract may be terminated at the option of Buyer by delivering to Seller
written notice of termination. Should Buyer elect to carry out this contract
despite such damage, Buyer shall be entitled to a credit, at Closing, for all
the insurance proceeds resulting from such damage to the Property and Inclusions
payable to Seller but not the owners' association, if any, plus the amount of
any deductible provided for in such insurance policy, such credit not to exceed
the total Purchase Price.

         b. Damage; Inclusions; Services. Should any Inclusion(s) or service(s)
(including systems and components of the Property, e.g. heating, plumbing, etc.)
fail or be damaged between the date of this contract and Closing or possession,
whichever shall be earlier, then Seller shall be liable for the repair or
replacement of such Inclusion(s) or service(s) with a unit of similar size, age
and quality, or an equivalent credit, but only to the extent that the
maintenance or replacement of such Inclusion(s), service(s) or fixture(s) is not
the responsibility of the owners' association, if any, less any insurance
proceeds received by Buyer covering such repair or replacement. The risk of loss
for any damage to growing crops, by fire or other casualty, shall be borne by
the party entitled to the growing crops, if any, as provided in Section 3 and
such party shall be entitled to such insurance proceeds or benefits for the
growing crops, if any.

         c. Walk-Through; Verification of Condition. Buyer, upon reasonable
notice, shall have the right to walk through the Property prior to Closing to
verify that the physical condition of the Property and Inclusions complies with
this contract.

19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and
Seller acknowledge that the Selling Company or the Listing Company has advised
that this document has important legal consequences and has recommended the
examination of title and consultation with legal and tax or other counsel before
signing this contract.

20. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any note or
check received as Earnest Money hereunder or any other payment due hereunder is
not paid, honored or tendered when due, or if any other obligation hereunder is
not performed or waived as herein provided, there shall be the following
remedies:

         a. If Buyer Is In Default:

                  (2) Liquidated Damages. All payments and things of value
received hereunder shall be forfeited by Buyer and retained on behalf of Seller
and both parties shall thereafter be released from all obligations hereunder. It
is agreed that such payments and things of value are LIQUIDATED DAMAGES and
(except as provided in subsection c) are SELLER'S SOLE AND ONLY REMEDY for
Buyer's failure to perform the obligations of this contract. Seller expressly
waives the remedies of specific performance.

         b. If Seller is in Default: Buyer may elect to treat this contract as
canceled, in which case all payments and things of value received hereunder
shall be returned and Buyer may recover such damages as may be proper, or Buyer
may elect to treat this contract as being in full force and effect and Buyer
shall have the right to specific performance.

         c. Costs and Expenses. In the event of any arbitration or litigation
relating to this contract, the arbitrator or court shall award to the prevailing
party all reasonable costs and expenses, including attorney fees.


<PAGE>


21. MEDIATION. If a dispute arises relating to this contract, prior to or after
Closing, and is not resolved, the parties shall first proceed in good faith to
submit the matter to mediation. Mediation is a process in which the parties meet
with an impartial person who helps to resolve the dispute informally and
confidentially. Mediators cannot impose binding decisions. The parties to the
dispute must agree before any settlement is binding. The parties will jointly
appoint an acceptable mediator and will share equally in the cost of such
mediation. The mediation, unless otherwise agreed, shall terminate in the event
the entire dispute is not resolved 30 calendar days from the date written notice
requesting mediation is sent by one party to the other(s). This Section shall
not alter any date in this contract, unless otherwise agreed.

22. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract,
Buyer and Seller agree that, in the event of any controversy regarding the
Earnest Money and things of value held by broker or Closing Company (unless
mutual written instructions are received by the holder of the Earnest Money and
things of value), broker or Closing Company shall not be required to take any
action but may await any proceeding, or at broker's or Closing Company's option
and sole discretion, may interplead all parties and deposit any moneys or things
of value into a court of competent jurisdiction and shall recover court costs
and reasonable attorney fees.

23. TERMINATION. In the event this contract is terminated, all payments and
things of value received hereunder shall be returned and the parties shall be
relieved of all obligations hereunder, subject to Sections 10c, 21 and 22.

24. ADDITIONAL PROVISIONS. (The language of these additional provisions has not
been approved by the Colorado Real Estate Commission.) SEE ATTACHED CONTRACT
ADDENDUM.

25. ENTIRE AGREEMENT; SUBSEQUENT MODIFICATION: SURVIVAL. This contract
constitutes the entire contract between the parties relating to the subject
hereof, and any prior agreements pertaining thereto, whether oral or written,
have been merged and integrated into this contract. No subsequent modification
of any of the terms of this contract shall be valid, binding upon the parties,
or enforceable unless made in writing and signed by the parties. Any obligation
in this contract which, by its terms, is intended to be performed after
termination or Closing shall survive the same.

26. FACSIMILE. Signatures [X] May [ ] May Not be evidenced by facsimile.
Documents with original signatures shall be provided to the other party at
Closing, or earlier upon request of any party.

27. NOTICE OF ACCEPTANCE; COUNTERPARTS. This proposal shall expire unless
accepted in writing, by Buyer and Seller, as evidenced by their signatures
below, and the offering party receives notice of acceptance pursuant to Section
27 on or before Acceptance Deadline Date and Acceptance Deadline Time (Section
2c). If accepted, this document shall become a contract between Seller and
Buyer. A copy of this document may be executed by each party, separately, and
when each party has executed a copy thereof, such copies taken together shall be
deemed to be a full and complete contract between the parties.

Urban Group, LLC, a Colorado limited liability company, and/or assigns
      7437 Village Square Drive, Suite 200, Castle Rock, CO 80104
             Bus. # 303-660-1338       Fax #: 303-660-4089

BUYER                                                        DATE
     --------------------------------------------                 ------------
     By: Don Weaver, President

NOTE: IF THIS OFFER IS BEING COUNTERED OR REJECTED, DO NOT SIGN THIS DOCUMENT.
REFER TO SECTION 29.


SELLER                                                          DATE
      ---------------------------------------------------------     ----------
      Robert L. Hier
      801 South Perry Street, Suite 100, Castle Rock, CO 807104
      Bus.#: 303-688-3105       Fax #: 303-688-3108

SELLER                                                          DATE
      ---------------------------------------------------------     ----------
      H. R. Gannon


<PAGE>


29. COUNTER; REJECTION. This offer is [ ] Countered [ ] Rejected.
Initials only of party (Buyer or Seller) who countered or
rejected offer.
                                                           -------------------

                                 END OF CONTRACT

Note: Closing Instructions should be sighed on or before Title Deadline.

BROKER ACKNOWLEDGMENTS. The undersigned Broker(s) acknowledges receipt of the
Earnest Money deposit specified in Section 4 and, while not a party to the
contract, agrees to cooperate upon request with any mediation conducted under
Section 21.

         Selling Company Brokerage Relationship. The Selling Company and its
licensees have been engaged in this transaction as [ ] Buyer Agent [ ] Seller
Agent/Subagent [ ] Dual Agent [X] Transaction-Broker.

         Listing Company Brokerage Relationship. The Listing Company and its
licensees have been engaged in this transaction as [X] Seller Agent [ ] Dual
Agent [ ] Transaction-Broker.

BROKERS' COMPENSATION DISCLOSURE.

Selling Company's compensation or commission is to be paid by: [ ] Buyer [ ]
Seller [X] Listing Company

[ ] Other n/a
          ----------------------------------------------------------------------

To be completed by Listing Company) Listing Company's compensation or commission
is to be paid by:

[ ] Buyer  [X] Seller

Other  n/a
       -------------------------------------------------------------------------

Selling Company:
         Coldwell Banker Commercial American Spectrum
         1777 South Harrison Street
         Penthouse 2
         Denver, CO 80210
         Phone: 303-409-1400,  Fax: 303-409-6000


<Table>
<S>                                             <C>
         By:
            --------------------------------------------------------------------------
            Signature           James T. Brubaker                           Date

Listing Company: Hier & Company, Inc.                        (Name of Company)
                 -------------------------------------------
Listing Company's Address: 801 South Perry Street, Suite 100, Castle Rock, Co 80104
                           --------------------------------------------------------
Listing Company's Telephone No: 303-688-3105    Listing Company's Fax No: 303-688-3108
                                ------------                              ------------

By:
   -----------------------------------------------------------------------------------
Signature  Robert L. Hier                                                   Date
           --------------------------
</Table>



<PAGE>


                                CONTRACT ADDENDUM

This addendum has not been approved by the Colorado Real Estate Commission. It
was prepared by Coldwell Banker Commercial American Spectrum.

Addendum to Contract dated January 22, 2002 between Urban Group, LLC, and/or
assigns, as Buyer(s), and Robert L. Hier, as Seller(s), concerning property to
be platted as Lots 1-3, Brookside Business Center Filing #5, Castle Rock,
Colorado 80601. If any provision in the printed form of said Contract is
inconsistent with any provision contained herein, then in that event, the
provision contained in this Addendum shall govern and control the rights and
obligations of the parties.

ALL PARTIES SHOULD CONSULT LEGAL AND TAX COUNSEL BEFORE SIGNING.

24. ADDITIONAL PROVISIONS:

24(a). NEXT BUSINESS DAY. In the event any date described herein for payment or
performance of the provisions hereof falls on a Saturday, Sunday or legal
holiday, the time for such payment or performance shall be extended to the next
business day.

Any date references to "Execution" are referring to the date this Contract is
mutually accepted and executed by Buyer and Seller.

24(b). NOTICES. Any notices which a party desires or is required to give
hereunder shall be in writing and shall be deemed given when delivered
personally to each party, delivered by facsimile, or deposited in the United
States mails, postage prepaid, either registered or certified, return receipt
requested, to the parties at the following addresses:

Buyer:
Mr. Don Weaver
Urban Group, LLC
7437 Village Square Drive, Suite 200
Castle Rock, CO 80104
OFC: 303-660-1338
FAX: 303-660-4089

With Copies To:
Mark J. Overton, Esq.
Overton, Babiarz & Sykes, P.C.
7720 East Bellview Avenue, Suite 200
Englewood, CO 80111
OFC: 303-779-5900
FAX: 303-779-6006

Mr. James T. Brubaker
Coldwell Banker Commercial American Spectrum
1777 South Harrison Street, Penthouse 2
Denver, CO 80210
OFC: 303-409-6002
FAX: 303-409-6000


<PAGE>


Seller:
Mr. Robert L. Hier
801 South Perry Street
Castle Rock, CO 80104
OFC: 303-688-3105
FAX: 303-688-3108

With Copies To:
Walter Slatkin, Esq.
Wolf and Slatkin, P.C.
44 Cook Street, Suite 1000
Denver, CO 80206-5827
OFC: 303-355-2999
FAX: 303-329-6826

24(c). SURVEY. Seller shall provide to Buyer, at Seller's cost, pursuant to
Paragraph 7(a) a current or updated and signed ALTA/ACSM Survey of the Property
on or before the Survey Deadline and said survey shall be certified to the title
company issuing title insurance, the Buyer, the Seller, and Coldwell Banker
Commercial American Spectrum. If at Buyer's sole discretion Buyer is not
satisfied with this survey, Buyer shall notify Seller in writing on or before
the Inspection Objection Deadline, and this Contract shall be null and void and
all earnest money deposits shall be immediately refunded to Buyer.

24(d). ENVIRONMENTAL ASSESSMENT. Seller shall provide, at Seller's cost, Buyer
with a current or updated copy of a Phase I Environmental Site Assessment Report
("ESA") on or before the Survey Deadline. The ESA shall be performed in
accordance with the American Society of Testing and Materials ("ASTM")
publication, "Standard Practice for Environmental Site Assessment Process"
("ASTN Standard"). If at Buyer's sole discretion Buyer is not satisfied with the
results of this environmental study, Buyer shall notify Seller in writing on or
before the Inspection Objection Deadline, and at Buyer's option; (i) this
Contract shall be null and void and all earnest money deposits shall be
immediately refunded to Buyer; or (ii) all time periods under this Contract
shall be extended for 30 days while Buyer conducts further tests and
examinations of the Property at its expense. At the end of that 30-day period,
Buyer may elect to terminate this Contract, in which case all Earnest Money
deposits shall be returned to it; or to proceed pursuant to this Contract. Buyer
will not harm in any way, before or after Closing, the Preble's Meadow Jumping
Mouse Conservation Habitat area adjacent to the Property. Buyer will execute, at
Closing, any reasonable documents agreeing to the existing Conservation Plan to
protect the adjacent Preble's Meadow Jumping Mouse Conservation Habitat, a copy
of said documents shall be delivered by Seller to Buyer on or before March 1,
2002.

24(e). INSPECTIONS. Paragraph 10 in this Contract regarding Inspections shall
include Buyer's inspections without limitation, at Buyer's expense for,
availability of legal, access, utility services cost and availability, current
zoning, environmental. risks, soil conditions, and any other items Buyer deems
necessary. If, at Buyer's sole discretion, Buyer is not satisfied with the
results of any inspections, Buyer shall notify Seller per the inspection
Objection Deadline and Resolution Deadline in Contract Paragraph 10.

24(f). BROKERS, THOSE NAMED ONLY. The Buyer and Seller represent to each other
that they have had no negotiations through or brokerage services performed by
any other broker or intermediary other than Coldwell Banker Commercial American
Spectrum and Hier & Company, Inc. in connection with the execution and delivery
of this contract. Robert L. Hier is the Seller and is also licensed to sell real
estate in the State of Colorado.

24(g). TITLE COMPANY. Title insurance shall be issued by Land Title Guarantee
Company ("Title Company"), 512 Wilcox, Castle Rock, CO 80104.


<PAGE>


24(h). EARNEST MONEY. All Earnest Money shall be deposited in an interest
bearing Land Title Guarantee company (Castle Rock office) trust account with
interest accruing to Buyer's benefit unless Buyer is in default and interest
thereby, will accrue to Seller's benefit.

24(i). Final Purchase Price Adjustment. The Purchase Price set forth in
Paragraph 4 of this Contract is based on a price of $5.00 per Square Foot of
land as shown on the ALTA/ACSM Survey described in Section 24(C) and assumes
that the Property contains 5.00 usable acres net of street right of way or
floodplain. The Final Purchase price at time of Closing shall be based on a
price of $5.00 per Square foot times the total square footage of land stated on
the Survey referenced in Paragraph 7(a) net of street right of way or floodplain
area. The Purchase Price shall be reduced by the total cost estimates obtained
by both the Buyer and Seller for the construction of all off lot infrastructure
required by the City to allow development of the individual lots. Said estimates
shall be mutually acceptable to both the Buyer and Seller on or before March 25,
2002.

24(j). LAND USE APPROVALS. This Contract is Conditional upon Seller obtaining
approvals on or before March 25, 2002, at Seller's expense, from the City of
Castle Rock, Colorado ("City"), for Final Plat for the Property and a recorded
Final Plat with a recorded Subdivision Improvement Agreement, and Buyer
obtaining City Site Plan approval, building permits for Lot 1, construction
permits for infrastructure, and other required approvals at Buyer's expense all
in forms and pursuant to terms acceptable to Buyer in its sole discretion or
this contract shall be null and void solely at the discretion of the Buyer and
all Earnest Money shall be returned to Buyer. If the aforementioned land use
approvals have not been obtained, then Buyer, at Buyer's option, may extend the
aforementioned March 25, 2002 date and the Closing Date by 30 days to obtain all
required approvals and permits.

24(k). ASPEN BIO. This contract is conditional upon Buyer entering into a
build-to-suit agreement, with required loans approved, with Aspen Rio, Inc.,
Roger Hurst, or related entities, on or before March 25, 2002, to build a light
manufacturing/office/warehouse facility on the Property. This Contract shall be
null and void solely at the discretion of the Buyer and all earnest money shall
be returned in the event said contract is not entered into and all loans
approved by March 25, 2002.

24(l). DELIVERY OF MATERIALS TO BUYER. Within ten (10) business days after the
mutual execution and delivery of this Contract, Seller shall provide to Buyer,
at no expense to Buyer, any and all engineering studies, warranties, guaranties,
contracts affecting the Property, licenses and permits respecting the Property,
any environmental property assessments including documents regarding the
Prebble's Meadow Jumping Mouse, zoning information, construction drawings,
surveys, plats, preliminary drawings, Development Plans, documents submitted or
to be submitted to The City of Castle Rock Planning Department, or any
quasi-governmental agency having jurisdiction over the Property, Declaration of
Protective Covenants, and all other materials and documents concerning the
Property owned by Seller or in Seller's possession.

24(m). CONTRACT IS ASSIGNABLE. This Contract may be assigned to any legal entity
controlled by the Buyer, Don Weaver, Aspen Bio, or Roger Hurst.

Buyer:

Urban Group; LLC, and/or assigns


By:                                                 Date:
   --------------------------------------------          ----------------------
   Don Weaver, President

Seller:


By:                                                 Date:
   --------------------------------------------          ----------------------
   Robert L. Hier


By:                                                 Date:
   --------------------------------------------          ----------------------
   H. R. Gannon




<PAGE>




U.S. 50,000.00

                                  EARNEST MONEY
                                 Promissory Note

Castle Rock, Colorado                                           Date January 22,
2002


         FOR VALUE RECEIVED,

         Urban Group, LLC, a Colorado limited liability company


7437 Village Square Drive           Castle Rock     CO                    80104

jointly and severally, promise to pay to the order of
Land Title Guarantee Company (Castle Rock Office)


the sum of Fifty Thousand and no/100 Dollars,

with interest at 12.0 per cent per annum from March 26, 2002 until paid.

Both principal and interest are payable In US. dollars on or before March 25.
2002, payable at Title Guarantee Company (Castle Rock Office)

or such other address as note holder may designate. Presentment, notice of
dishonor, and protest are hereby waived. If this note is not paid when due, I/we
agree to pay all reasonable cost of collection, including attorney's fees.



         Urban Group, a Colorado limited liability company

BUYER                                                   Date:
     -------------------------------------------------        -----------------
     By: Don Weaver, President


This note is given as earnest money for the contract on the following property:
To be platted as Lots 113, Brookside Business Center Filing #5, City of Castle
Rock, Douglas County, State of Colorado







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16(B)
<SEQUENCE>5
<FILENAME>d95933a1exv10w16xby.txt
<DESCRIPTION>AGREEMENT TO AMEND/EXTEND CONTRACT DATED 4/19/2002
<TEXT>
<PAGE>


                                                                EXHIBIT 10.16(b)

THIS FORM AS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.


                       AGREEMENT TO AMEND/EXTEND CONTRACT

                                                            Date: April 19, 2002
                                                                 ---------------

RE:      Contract dated January 29, 2002 between

         Roger Hurst
         AspenBio, Inc.
(Buyer) and

         Urban Group, LLC, a Colorado limited liability company

(Seller), relating to the sale and purchase of the following described real
estate in the County of Douglas, Colorado:

         Lot 1, Brookside Business, Centex, Filing #5
         Town of Castle Rock, County of Douglas, State of Colorado
         State of Colorado

         Final Plat to be recorded the week of April 16 - 19, 2002, prior to
         closing.

known as No.

TBD South Perry Street. Castle Rock, CO 80104,                       (property).
--------------------------------------------------------------------
Street Address                 City          State         Zip

Buyer and Seller hereby agree to amend the aforesaid contract as follows:
Section 2c. Dates and Deadlines.

<Table>
<Caption>
Item No. Reference      Event                                                 Date or Deadline
-------- -------------- ----------------------------------------------------- ----------------
<S>      <C>            <C>                                                   <C>
   1     Section 5a     Loan Application Deadline                                   n/a

   2     Section 5b     Loan Commitment Deadline                                    n/a

   3     Section 5c     Buyer's Credit Information Deadline                         n/a

   4     Section 5c     Disapproval of Buyer's Credit Deadline                      n/a

   5     Section 5d     Existing Loan Documents Deadline                            n/a

   6     Section 5d     Objection to Existing Loan Deadline                         n/a

   7     Section 5d     Approval of Loan Transfer Deadline                          n/a

   8     Section 6a     Appraisal Deadline                                          n/a

   9     Section 7a     Title Deadline                                              n/a

   10    Section 7a     Survey Deadline                                             n/a

   11    Section 7b     Document Request Deadline                                   n/a

   12    Section 7c,
         Section 8a     Governing Documents & Title Objection Deadline              n/a

   13    Section 8b     Off-Record Matters Deadline                                 n/a

   14    Section 8b     Off-Record Matters Objection Deadline                       n/a

   15    Section 8e     Right Of First Refusal Deadline                             n/a

   16    Section 10     Seller's Property Disclosure Deadline                       n/a

   17    Section 10a    Inspection Objection Deadline                               n/a

   18    Section 10b    Resolution Deadline                                         n/a

   19    Section 11     Closing Date                                                n/a

   20    Section 16     Possession Date                                             n/a

   21    Section 16     Possession Time                                             n/a

   22    Section 28     Acceptance Deadline Date                                    n/a

   23    Section 28     Acceptance Deadline Time                                    n/a
</Table>




<PAGE>

Other dates or deadlines set forth in said contract shall be changed as follows:

         n/a
--------------------------------------------------------------------------------

Additional amendments:

1. EARNEST MONEY. The Earnest Money Promissory Note in the amount of $50,000.00
shall be redeemed by the Purchaser, by April 19, 2002.

2. ASSIGNMENT. This contract shall be assigned to AspenBio, Inc., Roger Hurst,
President.

3. PURCHASE PRICE ADJUSTMENT. The final price of the lot shall be based upon an
ALTA/ACSM Land Title Survey dated February 26, 2002 and shall be $5.00 per
square foot. The revised total price shall be $655,578.00.




All other terms and conditions of said contract shall remain the same.

This proposal shall expire unless accepted in writing, by Buyer and Seller, as
evidenced by their signatures below, and the offering party receives notice of
acceptance on or before _________ _________.



         Urban Group, LLC
         a Colorado limited liability company
SELLER'S SIGNATURE                                        Date
                  --------------------------------------        -----------
         By:      Don Weaver, President


BUYER'S SIGNATURE                                         Date
                  --------------------------------------         ----------
         Roger Hurst, President

         AspenBio, Inc.
BUYER'S SIGNATURE                                         Date
                  --------------------------------------         ----------
         By:  Roger Hurst, President






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16(C)
<SEQUENCE>6
<FILENAME>d95933a1exv10w16xcy.txt
<DESCRIPTION>AGREEMENT TO AMEND/EXTEND CONTRACT DATED 5/23/2002
<TEXT>
<PAGE>
                                                                EXHIBIT 10.16(c)

THIS FORM AS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.


                       AGREEMENT TO AMEND/EXTEND CONTRACT

                                                              Date: May 23, 2002
                                                                   -------------

RE:      Contract dated January 29, 2002 between
Aspen Bio, Inc., a Colorado corporation
(Buyer)
and Urban Group, LLC, a Colorado limited liability company
(Seller), relating to the sale and purchase of the following described real
         estate in the County of Douglas, Colorado:

Lot 1, Brookside Business, Centex, Filing #5
Town of Castle Rock, County of Douglas, State of Colorado

known as No.
TBD South Perry Street. Castle Rock. CO 80104, (property).
---------------------------------------------
    Street Address    City     State   Zip

Buyer and Seller hereby agree to amend the aforesaid contract as follows:

Section 2c. Dates and Headlines.

<Table>
<Caption>
Item No.  Reference       Event                                                         Date or Deadline
--------- --------------- ------------------------------------------------------------- ----------------
<S>       <C>             <C>                                                           <C>
1         Section 5a      Loan Application Deadline                                     n/a

2         Section 5b      Loan Commitment Deadline                                      n/a

3         Section 5c      Buyer's Credit Information Deadline                           n/a

4         Section 5c      Disapproval of Buyer's Credit Deadline                        n/a

5         Section 5d      Existing Loan Documents Deadline                              n/a

6         Section 5d      Objection to Existing Loan Deadline                           n/a

7         Section 5d      Approval of Loan Transfer Deadline                            n/a

8         Section 6a      Appraisal Deadline                                            n/a

9         Section 7a      Title Deadline                                                n/a

10        Section 7a      Survey Deadline                                               n/a

11        Section 7b      Document Request Deadline                                     n/a

12        Section 7c,
          Section 8a      Governing Documents & Title Objection Deadline                n/a

13        Section 8b      Off-Record Matters Deadline                                   n/a

14        Section 8b      Off-Record Matters Objection Deadline                         n/a

15        Section 8e      Right Of First Refusal Deadline                               n/a

16        Section 10      Seller's Property Disclosure Deadline                         n/a

17        Section 10a     Inspection Objection Deadline                                 n/a

18        Section 10b     Resolution Deadline                                           n/a

19        Section 11      Closing Date                                                  July 31, 2001

20        Section 16      Possession Date                                               n/a

21        Section 16      Possession Time                                               n/a

22        Section 28      Acceptance Deadline Date                                      n/a

23        Section 28      Acceptance Deadline Time                                      n/a
</Table>


<PAGE>



Other dates or deadlines set forth in said contract shall be changed as follows:

         n/a
--------------------------------------------------------------------------------

Additional amendments:

1. Earnest Money Deposit. Buyer shall provide a $150,000.00 Earnest Money
Deposit by Cashier's Check, payable to Robert L. Hier and H. R. Gannon,
simultaneously with the execution of this Agreement to Amend/Extend Contract.
Said Earnest Money Deposit shall be non-refundable, and shall be for the benefit
of Seller and Robert T, Hier and H. R. Gannon in the Seller's Contract
referenced in Paragraph 2 below, unless this Contract is assigned pursuant to
Paragraph 2, in which event it will be solely for the benefit of Robert L. Hier
and H. R. Gannon. Said Earnest Money Payment shall apply to the Purchase Price
at the time of Closing.

2. Assignment. Buyer hereby waives all contingencies under the Contract, and
agrees to purchase the Property on or before July 31, 2002. In the event Seller
is unable, or unwilling, to close on the purchase of the Property pursuant to
the terms of Seller's Contract with Robert L. Heir and H. R Gannon, as amended,
a copy of which is attached hereto as Exhibit A, and incorporated herein by
reference ("Gannon Contract"), for any reason, on or before July 31, 2002,
Seller shall assign Seller's rights as buyer of all of the property under the
Gannon Contract to Buyer. Buyer shall unconditionally accept the assignment of
the Gannon Contract, and in doing so shall accept all of the rights and
responsibilities as buyer under the Gannon Contract, and shall thereafter
indemnify Seller for any responsibility arising under this Contract or the
Gannon Contract. In the event of a failure to close, said assignment shall be
automatically effective as of July 31, 2002, at 1:00 P.M.






All other terms and conditions of said contract shall remain the same.

This proposal shall expire unless accepted in writing, by Buyer and Seller, as
evidenced by their signatures below, and the offering party receives notice of
acceptance on or before May 4, 2002 5:00 p.m.



         Urban Group, LLC, a Colorado limited liability company
SELLER'S SIGNATURE                                                  Date
                  -------------------------------------------------     --------
         By:      Don Weaver, President


         Aspen Bio, Inc., a Colorado corporation
BUYER'S SIGNATURE                                                  Date
                  -------------------------------------------------     --------
         By:      Roger Hurst, President



<PAGE>


THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.

                       AGREEMENT TO AMEND/EXTEND CONTRACT

                                                              Date: May 23, 2002
                                                                   -------------

RE:      Contract dated January 22, 2002 between,

Urban Group, LLC, a Colorado limited Liability company and/or assigns

(Buyer) and

         Robert L. Hier
         H. R. Gannon

(Seller), relating to the sale and purchase of the following described real
estate in the County of Douglas, Colorado:

Lots 1, 2 and 3, Brookside Business Center, Filing #5
Town of Castle Rock, County of Douglas, State of Colorado

known as No.
TBD South Perry Street. Castle Rock, CO 80104                     , (Property).
------------------------------------------------------------------
         Street Address    City     State   Zip

Buyer and Seller hereby agree to amend the aforesaid contract as follows:

         Section 2c. Dates and Deadlines.


<Table>
<Caption>
Item No. Reference       Event                                                         Date or Deadline
-------- --------------- ------------------------------------------------------------- ----------------
<S>      <C>             <C>                                                           <C>
1        Section 5a      Loan Application Deadline                                     n/a

2        Section 5b      Loan Commitment Deadline                                      n/a

3        Section 5c      Buyer's Credit Information Deadline                           n/a

4        Section 5c      Disapproval of Buyer's Credit Deadline                        n/a

5        Section 5d      Existing Loan Documents Deadline                              n/a

6        Section 5d      Objection to Existing Loan Deadline                           n/a

7        Section 5d      Approval of Loan Transfer Deadline                            n/a

8        Section 6a      Appraisal Deadline                                            n/a

9        Section 7a      Title Deadline                                                n/a

10       Section 7a      Survey Deadline                                               n/a

11       Section 7b      Document Request Deadline                                     n/a

12       Section 7c,
         Section 8a      Governing Documents & Title Objection Deadline                n/a

13       Section 8b      Off-Record Matters Deadline                                   n/a

14       Section 8b      Off-Record Matters Objection Deadline                         n/a

15       Section 8e      Right Of First Refusal Deadline                               n/a

16       Section 10      Seller's Property Disclosure Deadline                         n/a

17       Section 10a     Inspection Objection Deadline                                 n/a

18       Section 10b     Resolution Deadline                                           n/a

19       Section 11      Closing Date                                                  July 31, 2001

20       Section 16      Possession Date                                               n/a

21       Section 16      Possession Time                                               n/a

22       Section 28      Acceptance Deadline Date                                      n/a

23       Section 28      Acceptance Deadline Time                                      n/a
</Table>




<PAGE>


Other dates or deadlines set forth in said contract shall be changed as follows:

         n/a
--------------------------------------------------------------------------------

1. Earnest Money Deposit. Pursuant to an Agreement to Amend/Extend Contract
dated May 23, 2002 between Buyer and Aspen Bio, Inc. ("Aspen Bio"), a copy of
which is attached hereto as Exhibit A, and incorporated herein by reference,
Aspen Bio as buyer under said Contract, has paid the amount of $150,000.00 as a
non-refundable Earnest Money Deposit to Robert L. Hier and H.R. Gannon for the
benefit of Buyer and Sellers. Said Earnest Money Payment shall be credited to
the purchase price of the Property at the time of Closing.

2. Assignment. Pursuant to a Contract to Buy and Sell Real Estate, dated January
20, 2002, between Buyer hereunder as "Seller", and Aspen Bio as "Buyer" ("Aspen
Bio Contract"), Aspen Bio has paid the above described Earnest Money Deposit,
and has waived all contingencies to purchase Lot 1. Buyer and Aspen Bio have
also agreed that in the event Buyer is not ready or willing to close on the
purchase of the Property under this Contract on or before July 31, 2002, Buyer
shall assign the rights of Buyer under this Contract to Aspen Bio, effective
July 31, 2002, at 1:00 P.M., and Aspen Bio shall unconditionally accept the
assignment of this Contract from Buyer to Aspen Bio, and will thereby accept all
of the rights and responsibilities to purchase all of the Property under this
Contract. Seller hereby consents to said assignment of the Contract by Buyer to
Aspen Bio, effective as of July 31, 2002, at 1:00 P.M., in the event Buyer has
not closed on the purchase of the Property before said time. In the event of
said assignment, Buyer shall be relieved of all rights and responsibilities
under this Contract, and Sellers agree to look solely to Aspen Bio for liability
under this Contract.






All other terms and conditions of said contract shall remain the same.

This proposal shall expire unless accepted in writing, by Buyer and Seller, as
evidenced by their signatures below, and the Offering party receives notice of
acceptance on or before May 4, 2002 5:00 p.m.



<Table>
<S>                                                                               <C>
SELLER'S SIGNATURE                                                                Date
                  --------------------------------------------------------------         ------------------
                  Robert L. Hier

SELLER'S SIGNATURE                                                                Date
                  --------------------------------------------------------------         ------------------
                  H. R. Gannon


         Urban Group, LLC, a Colorado limited Liability company and/or assigns
BUYER'S SIGNATURE                                                                 Date
                  --------------------------------------------------------------         ------------------
         By:      Don Weaver, President
</Table>


<PAGE>


                                    EXHIBIT A

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.

                      CONTRACT TO BUY AND SELL REAL ESTATE
                          (VACANT LAND - FARM - RANCH)

                                                          Date: January 22, 2002
                                                               -----------------

1. AGREEMENT. Buyer agrees to buy and the undersigned Seller agrees to sell the
Property defined below on the terms and conditions set forth in this contract

2. DEFINED TERMS.

         a. Buyer. Buyer,

   Urban Group, LLC, a Colorado limited liability company, and/or assigns

will take title to the real property described below as [ ] Joint Tenants [ ]
Tenants In Common [ ] Other

n/a
--------------------------------------------------------------------------------

         b. Property. The Property is the following legally described real
estate:

To be platted as Lots 1-3, Brookside Business Center Filing #5, City of Castle
Rock

in the County of Douglas , Colorado, commonly known as No.
South Perry Street, Castle Rock, CO 80104

together with the interests, easements, rights, benefits, improvements and
attached fixtures appurtenant thereto, all interest of Seller in vacated streets
and alleys adjacent thereto, except as herein excluded.

         c. Dates and Deadlines.

<Table>
<Caption>
ITEM NO. REFERENCE        EVENT                                                             DATE OR DEADLINE
-------- ---------------- ----------------------------------------------------------------- ----------------
<S>      <C>              <C>                                                               <C>
1        Section 5a       Loan Application Deadline                                         n/a

2        Section 5b       Loan Commitment Deadline                                          n,/a

3        Section 5c       Buyer's Credit Information Deadline                               n/a

4        Section 5c       Disapproval of Buyer's Credit Deadline                            n/a

5        Section 5d       Existing Loan Documents Deadline                                  n/a

6        Section 5d       Objection to Existing Loan Deadline                               n/a

7        Section 5d       Approval of Loan Transfer Deadline                                n/a

8        Section 6a       Appraisal Deadline                                                n/a

9        Section 7a       Title Deadline                                                    January 31, 2002

10       Section 7a       Survey Deadline                                                   February 15, 2002

11       Section 7b       Document Request Deadline                                         February 06, 2002

12       Section 8a       Title Objection Deadline                                          March 01, 2002

13       Section 8b       Off-Record Matters Deadline                                       January 31, 2002

14       Section 8b       Off-Record Matters Objection Deadline                             February 18, 2002

15       Section 10       Seller's Property Disclosure Deadline                             n/a

16       Section 10a      Inspection Objection Deadline                                     March 25, 2002

17       Section 10b      Resolution Deadline                                               n/a

18       Section 11       Closing Date                                                      April 25, 2002

19       Section 16       Possession Date                                                   April 25, 2002

20       Section 16       Possession Time                                                   Time of Closing

21       Section 28       Acceptance Deadline Date                                          January 25, 2002

22       Section 28       Acceptance Deadline Time                                          5:00 p.m.
</Table>

<PAGE>

d. Attachments. The following exhibits, attachments and addenda are a part of
this contract: Addendum to Contract.

e. Applicability of Terms. A check or similar mark in a box means that such
provision is applicable. The abbreviation "N/A" means not applicable.

3. INCLUSIONS AND EXCLUSIONS.

         a. The Purchase Price includes the following items (Inclusions):

                  (1) Fixtures. If attached to the Property on the date of this
contract, lighting, heating, plumbing, ventilating, and air conditioning
fixtures, inside telephone wiring and connecting blocks/jacks, plants, mirrors,
floor coverings, intercom systems, sprinkler systems and controls; and n/a

                  (2) Other Inclusions. If on the Property whether attached or
not on the date of this contract: storm windows, storm doors, window and porch
shades, awnings, blinds, screens,, window coverings, curtain rods, drapery rods,
storage sheds, and all keys. Check box if included: [ ] Smoke/Fire Detectors,
[ ] Security Systems; and

n/a
--------------------------------------------------------------------------------

                  (3) Trade Fixtures. With respect to trade fixtures, Seller and
Buyer agree as follows:

n/a
--------------------------------------------------------------------------------

                  (4) Water Rights. The following legally described water
rights:

n/a
--------------------------------------------------------------------------------

                  (5) Growing Crops. With respect to the growing crops Seller
and Buyer agree as follows:

n/a
--------------------------------------------------------------------------------

         b. Instruments of Transfer. The Inclusions are to be conveyed at
Closing free and clear of all taxes, liens and encumbrances, except as provided
in Section 12. Conveyance shall be by bill of sale or other applicable legal
instrument(s). Any water rights shall be conveyed by n/a deed or other
applicable legal instrument(s).

         c. Exclusions. The following attached fixtures are excluded from this
sale:

n/a
--------------------------------------------------------------------------------

4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable
in U.S. Dollars by Buyer as follows:

<Table>
<Caption>
ITEM NO.        REFERENCE       EVENT                                            AMOUNT                                  AMOUNT
--------------- --------------- ------------------------------------------------ ------------------------------ --------------------
<S>             <C>             <C>                                              <C>                            <C>
1               Section 4       Purchase Price                                   $            1,089,000.00

2               Section 4a      Earnest Money                                                                            50,000.00

3               Section 4b      New Loan                                                                                    n/a

4               Section 4c      Assumption Balance                                                                          n/a

5               Section 4d      Seller or Private Financing                                                                 n/a

6               Section 4e      Cash at Closing                                                                       1,039,000.00

7                               TOTAL                                            $                     n/a            1,089,000.00
</Table>

         a. Earnest Money. The Earnest Money set forth in this Section, in the
form of Note due 3/25/02, is part payment of the Purchase Price and shall be
payable to and held by Land Title, Guarantee Company, in its trust account, on
behalf of both Seller and Buyer. The parties authorize delivery of the Earnest
Money deposit to the Closing Company, if any, at or before Closing.

6.       APPRAISAL PROVISIONS.

         a. Appraisal Condition. This subsection a: [ ] Shall [X] Shall Not
apply.

         Buyer shall have the sole option and election to terminate this
contract if the Purchase Price exceeds the Property's valuation determined by an
appraiser engaged by n/a. The contract shall terminate by Buyer giving Seller
written notice of termination and either a copy of such appraisal or written
notice from lender which confirms the




<PAGE>

Property's valuation is less than the Purchase Price, received on or before the
Appraisal Deadline (Section 2c). If Seller does not receive such written notice
of termination on or before the Appraisal Deadline (Section 2c), Buyer waives
any right to terminate under this subsection.

         b. Cost of Appraisal. Cost of any appraisal to be obtained after the
date of this contract shall be timely paid by [ ] Buyer [ ] Seller.

7. EVIDENCE OF TITLE.

                  a. Evidence of Title; Survey. On or before Title Deadline
(Section 2c), Seller shall cause to be furnished to Buyer, at Seller's expense,
a current commitment for owner's title insurance policy in an amount equal to
the Purchase Price certified to a current date. If a title insurance commitment
is furnished, it [X] Shall [ ] Shall Not commit to delete or insure over the
standard exceptions which relate to:

                  (1) parties in possession,

                  (2) unrecorded easements,

                  (3) survey matters,

                  (4) any unrecorded mechanics' liens,

                  (5) gap period (effective date of commitment to date deed is
recorded), and

                  (6) unpaid taxes, assessments and unredeemed tax sales prior
to the year of Closing.

         Any additional premium expense to obtain this additional coverage shall
be paid by [ ] Buyer [X] Seller. An amount not to exceed $ 2,500.00 for the
cost of any survey shall be paid by [ ] Buyer [X] Seller.

If the cost exceeds this amount, n/a shall pay the excess on or before Closing.
The survey shall be received by Buyer on or before Survey Deadline (Section 2c).
Seller shall cause the title insurance policy to be delivered to Buyer as soon
as practicable at or after Closing,

                  b. Copies of Exceptions. On or before Title Deadline (Section
2c), Seller, at Seller's expense, shall furnish to Buyer, (1) a copy of any
plats, declarations, covenants, conditions and restrictions burdening the
Property, and (2) if a title insurance commitment is required to be furnished,
and if this box is checked [X] Copies of any Other Documents (or, if illegible,
summaries of such documents) listed in the schedule of exceptions (Exceptions).
Even if the box is not checked, Seller shall have the obligation to furnish
these documents pursuant to this subsection if requested by Buyer any time on or
before the Document Request Deadline (Section 2c). This requirement shall
pertain only to documents as shown of record in the office of the clerk and
recorder(s). The abstract or title insurance commitment, together with any
copies or summaries of such documents furnished pursuant to this Section,
constitute the title documents (Title Documents).

8. TITLE.

         a. Title Review. Buyer shall have the right to inspect the Title
Documents. Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory title condition shown by the Title Documents shall be signed by
or on behalf of Buyer and given to Seller on or before Title Objection Deadline
(Section 2c), or within five (5) calendar days after receipt by Buyer of any
Title Document(s) or endorsement(s) adding new Exception(s) to the title
commitment together with a copy of the Title Document adding new Exception(s) to
title. If Seller does not receive Buyer's notice by the date(s) specified above,
Buyer accepts the condition of title as disclosed by the Title Documents as
satisfactory.

         b. Matters not Shown by the Public Records. Seller shall deliver to
Buyer, on or before Off-Record Matters Deadline (Section 2c) true copies of all
lease(s) and survey(s) in Seller's possession pertaining to the Property and
shall disclose to Buyer all easements, liens or other title matters not shown by
the public records of which Seller has actual knowledge. Buyer shall have the
right to inspect the Property to determine if any third party(ies) has any right
in the Property not shown by the public records (such as an unrecorded easement,
unrecorded lease, or boundary line discrepancy). Written notice of any
unsatisfactory condition(s) disclosed by Seller or revealed by such inspection
shall be signed by or on behalf of Buyer and given to Seller on or before
Off-Record Matters Objection Deadline (Section 2c). If Seller does not receive
Buyer's notice by said date, Buyer accepts title subject to such rights, if any,
of third parties of which Buyer has actual knowledge,

         c. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLIGATION DEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX
LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH
DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE
RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT
FINANCING REQUIREMENTS OF THE AUTHORIZED




<PAGE>

GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH
DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH
MILL LEVIES.

         In the event the Property is located within a special taxing district
and Buyer desires to terminate this contract as a result, if written notice is
received by Seller on or before Off-Record Matters Objection Deadline (Section
2c), this contract shall then terminate. If Seller does not receive Buyer's
notice by such date, Buyer accepts the effect of the Property's inclusion in
such special taxing district(s) and waives the right to so terminate.

         d. Right to Cure. If Seller receives notice of unmerchantability of
title or any other unsatisfactory title condition(s) or commitment terms as
provided in Section 8 a or b above, Seller shall use reasonable effort to
correct said items without the obligation to incur any expense to correct the
same prior to Closing. If such unsatisfactory title condition(s) are not
corrected on or before Closing, this contract shall then terminate; provided,
however, Buyer may, by written notice received by Seller, on or before Closing,
waive objection to such items.

         e. Title Advisory. The Title Documents affect the title, ownership and
use of the Property and should be reviewed carefully. Additionally, other
matters not reflected in the Title Documents may affect the title, ownership and
use of the Property including without limitation boundary lines and
encroachments, area, zoning, unrecorded easements and claims of easements,
leases and other unrecorded agreements, and various laws and governmental
regulations concerning land use, development and environmental matters. THE
SURFACE ESTATE MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND
TRANSFER OF THE SURFACE ESTATE DOES NOT NECESSARILY INCLUDE TRANSFER OF THE
MINERAL RIGHTS. THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS,
GEOTHERMAL ENERGY OR WATER ON OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE
THEM RIGHTS TO ENTER AND USE THE PROPERTY. Such matters may be excluded from the
title insurance policy. Buyer is advised to timely consult legal counsel with
respect to all such matters as there are strict time limits provided in this
contract (e.g., Title Objection Deadline [Section 2c] and Off-Record Matters
Objection Deadline [Section 2c]).

10. PROPERTY DISCLOSURE AND INSPECTION.

         a. Inspection Obligation Deadline. Buyer shall have the right to have
inspection(s) of the physical condition of the Property and Inclusions, at
Buyer's expense. If the physical condition of the Property or Inclusions is
unsatisfactory in Buyer's subjective discretion, Buyer shall, on or before
Inspection Objection Deadline (Section 2c):

                  (1) notify Seller in writing that this contract is terminated,
or

                  (2) provide Seller with a written description of any
unsatisfactory physical condition which Buyer requires Seller to correct (Notice
to Correct).

         If written notice is not received by Seller on or before Inspection
Objection Deadline (Section 2c), the physical condition of the Property and
Inclusions shall be deemed to be satisfactory to Buyer.

         b. Resolution Deadline. If a Notice to Correct is received by Seller
and if Buyer and Seller have not agreed in writing to a settlement thereof on or
before Resolution Deadline (Section 2c), this contract shall terminate one
calendar day following the Resolution Deadline, unless before such termination
Seller receives Buyer's written withdrawal of the Notice to Correct.

         c. Damage; Liens; Indemnity. Buyer is responsible for payment for all
inspections, surveys, engineering reports or for any other work performed at
Buyer's request and shall pay for any damage which occurs to the Property and
Inclusions as a result of such activities. Buyer shall not permit claims or
liens of any kind against the Property for inspections, surveys, engineering
reports and for any other work performed on the Property at Buyer's request.
Buyer agrees to indemnify, protect and hold Seller harmless from and against any
liability, damage, cost or expense incurred by Seller in connection with any
such inspection, claim, or lien. This indemnity includes Seller's right to
recover all costs and expenses incurred by Seller to enforce this subsection,
including Seller's reasonable attorney fees. The provisions of this subsection
shall survive the termination of this contract.

11. CLOSING. Delivery of deed(s) from Seller to Buyer shall be at Closing
(Closing). Closing shall be on the date specified as the Closing Date (Section
2c) or by mutual agreement at an earlier date. The hour and place of Closing
shall be as designated by Seller.

12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required
herein and compliance by Buyer with the other terms and provisions hereof,
Seller shall execute and deliver a good and sufficient special warranty deed to
Buyer, at Closing conveying the Property free and clear of all taxes except the
general taxes for the year of Closing. Except as provided herein, title shall be
conveyed free and clear of all liens, including any governmental liens for
special improvements installed as of the date of Buyer's signature hereon,
whether assessed or not. Title shall be conveyed subject to:



<PAGE>
         a. those specific Exceptions described by reference to recorded
documents as reflected in the Title Documents accepted by Buyer in accordance
with Section 8a [Title Review],

         b. distribution utility easements,

         c. those specifically described rights of third parties not shown by
the public records of which Buyer has actual knowledge and which were accepted
by Buyer in accordance with Section 8b [Matters Not Shown by the Public
Records], and

         d. inclusion of the Property within any special taxing district, and

         e. the benefits and burdens of any declaration and party wall
agreements, if any, and

         f. other n/a
                  -----------------

13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid
at or before Closing from the proceeds of this transaction or from any other
source.

14. CLOSING COSTS; DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good
Funds, their respective Closing costs and all other items required to be paid at
Closing, except as otherwise provided herein. Buyer and Seller shall sign and
complete all customary or reasonably required documents at or before Closing.
Fees for real estate Closing services shall be paid at Closing by [X] One-Half
by Buyer and One-Half by Seller [ ] Buyer [ ] Seller [ ] Other _________.

         The local transfer tax of n/a% of the Purchase Price shall be paid at
Closing by [ ] Buyer [ ] Seller. Any sales and use tax that may accrue because
of this transaction shall be paid when due by [ ] Buyer [ ] Seller.

15. PRORATIONS. The following shall be prorated to Closing Date (Section 2c),
except as otherwise provided:

         a. Taxes. Personal property taxes, if any, and general real estate
taxes for the year of Closing, based on [ ] The Taxes for the Calendar Year
Immediately Preceding Closing [X] The Most Recent Mill Levy and Most Recent
Assessment [ ] Other

n/a
--------------------------------------------------------------------------------

         c. Other Prorations. Water, sewer charges; and interest on continuing
loan(s), if any; and

         d. Final Settlement. Unless otherwise agreed in writing, these
prorations shall be final.

16. POSSESSION. Possession of the Property shall be delivered to Buyer on
Possession Date and Possession Time (Section 2c), subject to the following
lease(s) or tenancy(s):
n/a
--------------------------------------------------------------------------------

         If Seller, after Closing, fails to deliver possession as specified,
Seller shall be subject to eviction and shall be additionally liable to Buyer
for payment of $n/a, per day from the Possession Date (Section 2c) until
possession is delivered.

17. ASSIGNABLE: This contract shall be assignable by Buyer without Seller's
prior written consent. Except as so restricted, this contract shall inure to the
benefit of and be binding upon the heirs, personal representatives, successors
and assigns of the parties.

18. CONDITION OF AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise
provided in this contract, the Property, Inclusions or both shall be delivered
in the condition existing as of the date of this contract, ordinary wear and
tear excepted.

         a. Casualty; Insurance. In the event the Property or Inclusions shall
be damaged by fire or other casualty prior to Closing, in an amount of not more
than ten percent of the total Purchase Price, Seller shall be obligated to
repair the same before the Closing Date (Section 2c). In the event such damage
is not repaired within said time or if the damages exceed such sum, this
contract may be terminated at the option of Buyer by delivering to Seller
written notice of termination. Should Buyer elect to carry out this contract
despite such damage, Buyer shall be entitled to a credit, at Closing, for all
the insurance proceeds resulting from such damage to the Property and Inclusions
payable to Seller but not the owners' association, if any, plus the amount of
any deductible provided for in such insurance policy, such credit not to exceed
the total Purchase Price.

         b. Damage; Inclusions; Services. Should any Inclusion(s) or service(s)
(including systems and components of the Property, e.g. heating, plumbing, etc.)
fail or be damaged between the date of this contract and Closing or possession,
whichever shall be earlier, then Seller shall be liable for the repair or
replacement of such Inclusion(s) or service(s) with a unit of similar size, age
and quality, or an equivalent credit, but only to the extent that the
maintenance or replacement of such Inclusion(s), service(s) or fixture(s) is not
the responsibility of the owners' association, if any, less any insurance
proceeds received by Buyer covering such repair or replacement. The risk of loss
for any damage to growing crops, by fire or other casualty, shall be borne by
the party entitled to the growing crops, if any, as provided in Section 3 and
such party shall be entitled to such insurance proceeds or benefits for the
growing crops, if any.
<PAGE>

         c. Walk-Through; Verification of Condition. Buyer, upon reasonable
notice, shall have the right to walk through the Property prior to Closing to
verify that the physical condition of the Property and Inclusions complies with
this contract.

19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and
Seller acknowledge that the Selling Company or the Listing Company has advised
that this document has important legal consequences and has recommended the
examination of title and consultation with legal and tax or other counsel before
signing this contract.

20. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any note or
check received as Earnest Money hereunder or any other payment due hereunder is
not paid, honored or tendered when due, or if any other obligation hereunder is
not performed or waived as herein provided, there shall be the following
remedies:

         a. If Buyer Is In Default:

                  (2) Liquidated Damages. All payments and things of value
received hereunder shall be forfeited by Buyer and retained on behalf of Seller
and both parties shall thereafter be released from all obligations hereunder. It
is agreed that such payments and things of value are LIQUIDATED DAMAGES and
(except as provided in subsection c) are SELLER'S SOLE AND ONLY REMEDY for
Buyer's failure to perform the obligations of this contract. Seller expressly
waives the remedies of specific performance.

         b. If Seller is in Default: Buyer may elect to treat this contract as
canceled, in which case all payments and things of value received hereunder
shall be returned and Buyer may recover such damages as may be proper, or Buyer
may elect to treat this contract as being in full force and effect and Buyer
shall have the right to specific performance.

         c. Costs and Expenses. In the event of any arbitration or litigation
relating to this contract, the arbitrator or court shall award to the prevailing
party all reasonable costs and expenses, including attorney fees.

21. MEDIATION. If a dispute arises relating to this contract, prior to or after
Closing, and is not resolved, the parties shall first proceed in good faith to
submit the matter to mediation. Mediation is a process in which the parties meet
with an impartial person who helps to resolve the dispute informally and
confidentially. Mediators cannot impose binding decisions. The parties to the
dispute must agree before any settlement is binding. The parties will jointly
appoint an acceptable mediator and will share equally in the cost of such
mediation. The mediation, unless otherwise agreed, shall terminate in the event
the entire dispute is not resolved 30 calendar days from the date written notice
requesting mediation is sent by one party to the other(s). This Section shall
not alter any date in this contract, unless otherwise agreed.

22. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract,
Buyer and Seller agree that, in the event of any controversy regarding the
Earnest Money and things of value held by broker or Closing Company (unless
mutual written instructions are received by the holder of the Earnest Money and
things of value), broker or Closing Company shall not be required to take any
action but may await any proceeding, or at broker's or Closing Company's option
and sole discretion, may interplead all parties and deposit any moneys or things
of value into a court of competent jurisdiction and shall recover court costs
and reasonable attorney fees.

23. TERMINATION. In the event this contract is terminated, all payments and
things of value received hereunder shall be returned and the parties shall be
relieved of all obligations hereunder, subject to Sections 10c, 21 and 22.

24. ADDITIONAL PROVISIONS. (The language of these additional provisions has not
been approved by the Colorado Real Estate Commission.)

SEE ATTACHED CONTRACT ADDENDUM.

25. ENTIRE AGREEMENT; SUBSEQUENT MODIFICATION: SURVIVAL. This contract
constitutes the entire contract between the parties relating to the subject
hereof, and any prior agreements pertaining thereto, whether oral or written,
have been merged and integrated into this contract. No subsequent modification
of any of the terms of this contract shall be valid, binding upon the parties,
or enforceable unless made in writing and signed by the parties. Any obligation
in this contract which, by its terms, is intended to be performed after
termination or Closing shall survive the same.

26. FACSIMILE. Signatures [X] May [ ] May Not be evidenced by facsimile.
Documents with original signatures shall be provided to the other party at
Closing, or earlier upon request of any party.

27. NOTICE OF ACCEPTANCE; COUNTERPARTS. This proposal shall expire unless
accepted in writing, by Buyer and Seller, as evidenced by their signatures
below, and the offering party receives notice of acceptance pursuant to Section
27 on or before Acceptance Deadline Date and Acceptance Deadline Time (Section
2c). If accepted, this document shall become a contract between Seller and
Buyer. A copy of this document may be executed by each party, separately, and



<PAGE>

when each party has executed a copy thereof, such copies taken together shall be
deemed to be a full and complete contract between the parties.

Urban Group, LLC, a Colorado limited liability company, and/or assigns
      7437 Village Square Drive, Suite 200, Castle Rock, CO 80104
                  Bus. # 303-660-1338       Fax #: 303-660-4089

<Table>
<S>                                                                                     <C>
BUYER                                                                                   DATE
         -----------------------------------------------------------------------                 ------------------
         By: Don Weaver, President

NOTE: IF THIS OFFER IS BEING COUNTERED OR REJECTED, DO NOT SIGN THIS DOCUMENT. REFER TO SECTION 29.


SELLER                                                                                  DATE
         -----------------------------------------------------------------------                 ------------------
                  Robert L. Hier
                  801 South Perry Street, Suite 100, Castle Rock, CO 807104
                  Bus.#: 303-688-3105       Fax #: 303-688-3108

SELLER                                                                                  DATE
         -----------------------------------------------------------------------                 ------------------
                  H. R. Gannon
</Table>

29. COUNTER; REJECTION. This offer is [ ] Countered [ ] Rejected.

Initials only of party (Buyer or Seller) who countered or rejected offer.______

                                 END OF CONTRACT

Note: Closing Instructions should be sighed on or before Title Deadline.

BROKER ACKNOWLEDGMENTS. The undersigned Broker(s) acknowledges receipt of the
Earnest Money deposit specified in Section 4 and, while not a party to the
contract, agrees to cooperate upon request with any mediation conducted under
Section 21.

         Selling Company Brokerage Relationship. The Selling Company and its
licensees have been engaged in this transaction as [ ] Buyer Agent [ ] Seller
Agent/Subagent [ ] Dual Agent [X] Transaction-Broker.

         Listing Company Brokerage Relationship. The Listing Company and its
licensees have been engaged in this transaction as [X] Seller Agent [ ] Dual
Agent [ ] Transaction-Broker.

BROKERS' COMPENSATION DISCLOSURE.

Selling Company's compensation or commission is to be paid by: [ ] Buyer [ ]
Seller [X] Listing Company

[ ] Other n/a
          ----------------------------------------------------------------------

To be completed by Listing Company) Listing Company's compensation or commission
is to be paid by: [ ] Buyer [X] Seller

Other    n/a
          ----------------------------------------------------------------------


Selling Company:
         Coldwell Banker Commercial American Spectrum
         1777 South Harrison Street
         Penthouse 2
         Denver, CO 80210
         Phone: 303-409-1400,       Fax: 303-409-6000


<Table>
<S>                                                                                             <C>
         By:
                  ---------------------------------------------------------------------------------------------------------
                  Signature         James T. Brubaker                                           Date

Listing Company: Hier & Company, Inc.                                                           (Name of Company)
                 ----------------------------------------------------------------------------------------------------------
Listing Company's Address: 801 South Perry Street, Suite 100, Castle Rock, Co 80104
                           ------------------------------------------------------------------------------------------------
Listing Company's Telephone No: 303-688-3105         Listing Company's Fax No: 303-688-3108
                                ------------                                   --------------------------------------------

By:
         ------------------------------------------------------------------------------------------------------------------
Signature         Robert L. Hier                                                                Date
                  --------------------------------------------
</Table>




<PAGE>



                                CONTRACT ADDENDUM

This addendum has not been approved by the Colorado Real Estate Commission. It
was prepared by Coldwell Banker Commercial American Spectrum.

Addendum to Contract dated January 22, 2002 between Urban Group, LLC, and/or
assigns, as Buyer(s), and Robert L. Hier, as Seller(s), concerning property to
be platted as Lots 1-3, Brookside Business Center Filing #5, Castle Rock,
Colorado 80601. If any provision in the printed form of said Contract is
inconsistent with any provision contained herein, then in that event, the
provision contained in this Addendum shall govern and control the rights and
obligations of the parties.

ALL PARTIES SHOULD CONSULT LEGAL AND TAX COUNSEL BEFORE SIGNING.

24. ADDITIONAL PROVISIONS:

24(a). NEXT BUSINESS DAY. In the event any date described herein for payment or
performance of the provisions hereof falls on a Saturday, Sunday or legal
holiday, the time for such payment or performance shall be extended to the next
business day.

Any date references to "Execution" are referring to the date this Contract is
mutually accepted and executed by Buyer and Seller.

24(b). NOTICES. Any notices which a party desires or is required to give
hereunder shall be in writing and shall be deemed given when delivered
personally to each party, delivered by facsimile, or deposited in the United
States mails, postage prepaid, either registered or certified, return receipt
requested, to the parties at the following addresses:

Buyer:
Mr. Don Weaver
Urban Group, LLC
7437 Village Square Drive, Suite 200
Castle Rock, CO 80104
OFC: 303-660-1338
FAX: 303-660-4089

With Copies To:
Mark J. Overton, Esq.
Overton, Babiarz & Sykes, P.C.
7720 East Bellview Avenue, Suite 200
Englewood, CO 80111
OFC: 303-779-5900
FAX: 303-779-6006

Mr. James T. Brubaker
Coldwell Banker Commercial American Spectrum
1777 South Harrison Street, Penthouse 2
Denver, CO 80210
OFC: 303-409-6002
FAX: 303-409-6000

Seller:
Mr. Robert L. Hier
801 South Perry Street
Castle Rock, CO 80104
OFC: 303-688-3105
FAX: 303-688-3108




<PAGE>

With Copies To:
Walter Slatkin, Esq.
Wolf and Slatkin, P.C.
44 Cook Street, Suite 1000
Denver, CO 80206-5827
OFC: 303-355-2999
FAX: 303-329-6826

24(c). SURVEY. Seller shall provide to Buyer, at Seller's cost, pursuant to
Paragraph 7(a) a current or updated and signed ALTA/ACSM Survey of the Property
on or before the Survey Deadline and said survey shall be certified to the title
company issuing title insurance, the Buyer, the Seller, and Coldwell Banker
Commercial American Spectrum. If at Buyer's sole discretion Buyer is not
satisfied with this survey, Buyer shall notify Seller in writing on or before
the Inspection Objection Deadline, and this Contract shall be null and void and
all earnest money deposits shall be immediately refunded to Buyer.

24(d). ENVIRONMENTAL ASSESSMENT. Seller shall provide, at Seller's cost, Buyer
with a current or updated copy of a Phase I Environmental Site Assessment Report
("ESA") on or before the Survey Deadline. The ESA shall be performed in
accordance with the American Society of Testing and Materials ("ASTM")
publication, "Standard Practice for Environmental Site Assessment Process"
("ASTN Standard"). If at Buyer's sole discretion Buyer is not satisfied with the
results of this environmental study, Buyer shall notify Seller in writing on or
before the Inspection Objection Deadline, and at Buyer's option; (i) this
Contract shall be null and void and all earnest money deposits shall be
immediately refunded to Buyer; or (ii) all time periods under this Contract
shall be extended for 30 days while Buyer conducts further tests and
examinations of the Property at its expense. At the end of that 30-day period,
Buyer may elect to terminate this Contract, in which case all Earnest Money
deposits shall be returned to it; or to proceed pursuant to this Contract. Buyer
will not harm in any way, before or after Closing, the Preble's Meadow Jumping
Mouse Conservation Habitat area adjacent to the Property. Buyer will execute, at
Closing, any reasonable documents agreeing to the existing Conservation Plan to
protect the adjacent Preble's Meadow Jumping Mouse Conservation Habitat, a copy
of said documents shall be delivered by Seller to Buyer on or before March 1,
2002.

24(e). INSPECTIONS. Paragraph 10 in this Contract regarding Inspections shall
include Buyer's inspections without limitation, at Buyer's expense for,
availability of legal, access, utility services cost and availability, current
zoning, environmental. risks, soil conditions, and any other items Buyer deems
necessary. If, at Buyer's sole discretion, Buyer is not satisfied with the
results of any inspections, Buyer shall notify Seller per the inspection
Objection Deadline and Resolution Deadline in Contract Paragraph 10.

24(f). BROKERS, THOSE NAMED ONLY. The Buyer and Seller represent to each other
that they have had no negotiations through or brokerage services performed by
any other broker or intermediary other than Coldwell Banker Commercial American
Spectrum and Hier & Company, Inc. in connection with the execution and delivery
of this contract. Robert L. Hier is the Seller and is also licensed to sell real
estate in the State of Colorado.

24(g). TITLE COMPANY. Title insurance shall be issued by Land Title Guarantee
Company ("Title Company"), 512 Wilcox, Castle Rock, CO 80104.

24(h). EARNEST MONEY. All Earnest Money shall be deposited in an interest
bearing Land Title Guarantee company (Castle Rock office) trust account with
interest accruing to Buyer's benefit unless Buyer is in default and interest
thereby, will accrue to Seller's benefit.

24(i). Final Purchase Price Adjustment. The Purchase Price set forth in
Paragraph 4 of this Contract is based on a price of $5.00 per Square Foot of
land as shown on the ALTA/ACSM Survey described in Section 24(c) and assumes
that the Property contains 5.00 usable acres net of street right of way or
floodplain. The Final Purchase price at time of Closing shall be based on a
price of $5.00 per Square foot times the total square footage of land stated on
the Survey




<PAGE>

referenced in Paragraph 7(a) net of street right of way or floodplain area. The
Purchase Price shall be reduced by the total cost estimates obtained by both the
Buyer and Seller for the construction of all off lot infrastructure required by
the City to allow development of the individual lots. Said estimates shall be
mutually acceptable to both the Buyer and Seller on or before March 25, 2002.

24(j). LAND USE APPROVALS. This Contract is Conditional upon Seller obtaining
approvals on or before March 25, 2002, at Seller's expense, from the City of
Castle Rock, Colorado ("City"), for Final Plat for the Property and a recorded
Final Plat with a recorded Subdivision Improvement Agreement, and Buyer
obtaining City Site Plan approval, building permits for Lot 1, construction
permits for infrastructure, and other required approvals at Buyer's expense all
in forms and pursuant to terms acceptable to Buyer in its sole discretion or
this contract shall be null and void solely at the discretion of the Buyer and
all Earnest Money shall be returned to Buyer. If the aforementioned land use
approvals have not been obtained, then Buyer, at Buyer's option, may extend the
aforementioned March 25, 2002 date and the Closing Date by 30 days to obtain all
required approvals and permits.

24(k). ASPEN BIO. This contract is conditional upon Buyer entering into a
build-to-suit agreement, with required loans approved, with Aspen Rio, Inc.,
Roger Hurst, or related entities, on or before March 25, 2002, to build a light
manufacturing/office/warehouse facility on the Property. This Contract shall be
null and void solely at the discretion of the Buyer and all earnest money shall
be returned in the event said contract is not entered into and all loans
approved by March 25, 2002.

24(l). DELIVERY OF MATERIALS TO BUYER. Within ten (10) business days after the
mutual execution and delivery of this Contract, Seller shall provide to Buyer,
at no expense to Buyer, any and all engineering studies, warranties, guaranties,
contracts affecting the Property, licenses and permits respecting the Property,
any environmental property assessments including documents regarding the
Prebble's Meadow Jumping Mouse, zoning information, construction drawings,
surveys, plats, preliminary drawings, Development Plans, documents submitted or
to be submitted to The City of Castle Rock Planning Department, or any
quasi-governmental agency having jurisdiction over the Property, Declaration of
Protective Covenants, and all other materials and documents concerning the
Property owned by Seller or in Seller's possession.

24(m). CONTRACT IS ASSIGNABLE. This Contract may be assigned to any legal
entity controlled by the Buyer, Don Weaver, Aspen Bio, or Roger Hurst.

<Table>
<S>                                                                <C>
Buyer:

Urban Group; LLC, and/or assigns


By:                                                                Date:
         -----------------------------------------------------              --------------------------
         Don Weaver, President

Seller:

By:                                                                Date:
         -----------------------------------------------------              --------------------------
         Robert L. Hier


By:                                                                Date:
         -----------------------------------------------------              --------------------------
         H. R. Gannon
</Table>




<PAGE>




U.S.     50,000.00

                                  EARNEST MONEY
                                 Promissory Note

Castle Rock, Colorado                                     Date January 22, 2002


         FOR VALUE RECEIVED,

         Urban Group, LLC, a Colorado limited liability company


7437 Village Square Drive          Castle Rock            CO             80104

jointly and severally, promise to pay to the order of
Land Title Guarantee Company (Castle Rock Office)


the sum of Fifty Thousand and no/100 Dollars,

with interest at 12.0 per cent per annum from March 26, 2002 until paid.

Both principal and interest are payable In US. dollars on or before March 25.
2002, payable at Title Guarantee Company (Castle Rock Office)

or such other address as note holder may designate. Presentment, notice of
dishonor, and protest are hereby waived. If this note is not paid when due, I/we
agree to pay all reasonable cost of collection, including attorney's fees.



         Urban Group, a Colorado limited liability company
BUYER                                                            Date:
         -----------------------------------------------------         ---------
         By: Don Weaver, President


This note is given as earnest money for the contract on the following property:
To be platted as Lots 113, Brookside Business Center Filing #5, City of Castle
Rock, Douglas County, State of Colorado



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>d95933a1exv23w1.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 Amendment to Form S-1 dated June 6, 2002 of AspenBio, Inc.
and to the reference to my Firm under the caption "Experts" in the Form S-1.

/s/ Larry O'Donnell
-------------------------------
LARRY O'DONNELL, CPA, P.C.
Aurora, CO
June 6, 2002




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>8
<FILENAME>d95933a1exv23w2.txt
<DESCRIPTION>CONSENT OF CORDOVANO AND HARVEY, P.C.
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.2


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




         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 A-1 dated June 6,
2002 of AspenBio, Inc. and to the reference to our Firm under the caption
"Experts" in the Form S-1 A-1.



/s/ Cordovano and Harvey, P.C.
---------------------------------
CORDOVANO AND HARVEY, P.C.
Denver, Colorado
June 6, 2002










</TEXT>
</DOCUMENT>
</SUBMISSION>
