<SUBMISSION>
<ACCESSION-NUMBER>0001035704-02-000355
<TYPE>S-1/A
<PUBLIC-DOCUMENT-COUNT>13
<FILING-DATE>20020708
<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>02698146
</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>d95933a2sv1za.txt
<DESCRIPTION>AMENDMENT NO. 2 TO FORM S-1
<TEXT>
<PAGE>


      As filed with the Securities and Exchange Commission on July 8, 2002
                                                      REGISTRATION NO. 333-86190


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                               AMENDMENT NO. 2 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 JULY 8, 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 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 are currently engaged 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. Although our financial statements for the quarter ended
June 30, 2002 have not been finalized, we expect that our loss for that quarter
was approximately $30,000 less than the loss incurred in the quarter ended March
31, 2002. 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 ARE BUILDING A NEW FACILITY AND OUR COSTS MAY BE GREATER THAN ESTIMATED.

         We believe that the current facility used by us will not be sufficient
to accommodate our growth. On July 5, 2002, we completed the purchase of land
for purposes of having a new facility constructed in Castle Rock, Colorado. We
estimate that the total cost for the purchase of the land and construction of
the building will be approximately $3,627,000. We borrowed $3,250,000 from a
bank in a construction loan and $625,000 from our president, Roger Hurst. The
bank required that we also pledge $350,000 of available funds and obtain a
guaranty for an additional $200,000. We obtained the $350,000 pledged to the
bank as part of a $500,000 loan from a shareholder, Michael Smith, and we
obtained the $200,000 guaranty from Cambridge. We believe that the funds
obtained from the bank, together with the additional funding, will be sufficient
to complete construction and furnish our new facility. However, cost overruns
may occur and there may be unforeseen developments in connection with the
construction of the building. The construction loan is due July 1, 2003. We
expect to obtain permanent financing to replace the construction loan. Any
additional costs or material delays in the project or in obtaining permanent
financing, could have an adverse impact on our business and financial condition.

WE RECENTLY ISSUED SECURITIES WHICH MAY NOT QUALIFY FOR THE PRIVATE OFFERING
EXEMPTION.

         On July 5, 2002, we made a convertible promissory note to a shareholder
in connection with a $500,000 loan from him. Of the $500,000, $350,000 was used
to establish an account at the bank providing our construction loan to be used
as a pledge for repayment of the construction loan. The balance of $150,000 may
be used by us for general corporate purposes. The note is convertible at the
shareholder's option into our common stock at $1.50 per share at any time prior
to March 31, 2002. We also issued to the shareholder warrants to purchase up to
275,000 shares of our common stock at $1.50 per share during a three-year
period. We also obtained a $200,000 guaranty from Cambridge, and we issued to
Cambridge a warrant to purchase up to 100,000 shares of our common stock at
$1.50 per share for three-year period. The notes and warrants issued in these
transactions are securities and are required to be registered unless an
exemption is available. We relied on the private offering exemption from
registration in making these issuances. The persons to whom we issued these
securities are sophisticated, experienced investors who were shareholders of the
Company prior to these transactions and knowledgeable about the Company's
business, financial condition and the risks of investing in the Company's
securities. These transactions were made during the pendency of the processing
of the registration statement of which this prospectus is a part. Under certain
circumstances, the SEC has determined that separate offerings should be
integrated which has the effect of destroying the private offering exemption. We
do not believe that these transactions by the Company should be integrated with
the sale of the Company's shares by the selling shareholders pursuant to this
prospectus. Nonetheless, the SEC may take the position that the offering should
be integrated and could challenge the availability of the private offering
exemption to us. In that event, we could be subject to enforcement proceedings
brought by the SEC and subject to injunctive or other relief, and could be
subject to possible civil action by the two purchasers of these securities. It
is also possible that the SEC could require the Company to make a rescission
offer through a registration statement to the purchasers of the securities. Any
such developments could be expensive and could harm our reputation and result in
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 July 5, 2002, 9,300,000 shares of our common stock, 600,000
options and 1,205,000 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
1,205,000 shares which are currently exercisable and a $500,000 convertible
note, which may be converted at any time prior to repayment. We have granted
registration rights to the holders of the warrants and the convertible note
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". 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, warrants and a convertible promissory note. As of
July 5, 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, (iv) warrants to purchase
375,000 shares at an exercise price of $1.50 per share and (v) a convertible
promissory note for $500,000 convertible at $1.50 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>
                                                                    |
                                                                    |                     Vitro Diagnostics, Inc.
                                                AspenBio, Inc       |               (Predecessor Financial Statements)
                                         -------------------------- | ----------------------------------------------------------
                                         Year ended    Inception to |  Nine Months           Years ended October 31,
                                         December 31,  December 31, | ended July 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  |      388,342        350,119         295,029        417,814
 Research and development                    160,943        28,101  |      355,312        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) |  $  (268,694)   $  (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  |  $   413,596    $   678,029     $   367,550    $    11,945
 Property and equipment, net                 202,018       228,601  |       54,212         31,076          26,886         27,990
 Intangible assets, net                      619,965       624,978  |      143,539        103,335          54,725             --
 Total assets                              1,984,237     1,280,998  |      758,666        936,393         764,670        496,670
 Long term debt                              290,921       586,859  |      122,578        105,432              --             --
 Stockholders' equity                      1,255,879       436,768  |      488,769        770,465         507,968        133,481
                                                                    |
OPERATING AND OTHER DATA                                            |
 Cash flow from operations               $  (111,420)  $    86,062  |  $   (31,230)   $  (241,760)    $    64,389    $   (46,079)
 Cash flow from investments                  (71,600)     (250,000) |      (67,050)       (73,065)        (68,518)       (10,619)
 Cash flow from financing                    499,195       271,528  |       60,506        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.


         We have an income tax benefit associated with the net loss for the
first quarter 2002 (should it continue through December 31, 2002) that may
be carried back to the year ended December 31, 2001. Thus, the entire amount of
accrued income taxes for the year ended December 31, 2001 ($11,000) may be
refunded.


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 2002-2003 cash requirements are anticipated to consist of
payments under existing debt obligations including the construction loan
agreement we entered into on July 5, 2002 for our new facility. The construction
loan is due on July 5, 2003 and, based on our discussions with the lender, we
expect to be able to convert the construction loan to a permanent loan for
occupancy of the building. Interest will accrue on the construction loan at
approximately 6% per annum and is payable monthly.






                                      -15-
<PAGE>


In order to facilitate the purchase of the land and construction of the new
facility, 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 also borrowed $500,000 from a shareholder, of which $150,000 may be
used by us for general corporate purposes. The balance of $350,000 has been
placed in an account with, and pledged to, the bank which is our construction
lender. We made a convertible promissory note to the shareholder for $500,000,
plus interest at 6% payable on March 31, 2003 and issued to him warrants to
purchase up to 275,000 shares of our common stock. Our construction lender also
required a guarantee of $200,000 of the construction loan which we obtained from
Cambridge. We issued Cambridge warrants to purchase up to 100,000 shares of our
common stock in exchange for the guaranty and made a promissory note to cover
any funds used by Cambridge in connection with the guaranty.



         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.



                                    BUSINESS


DEVELOPMENT OF BUSINESS


         AspenBio is a 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 located land in Castle Rock, Colorado, and
assigned his contract to purchase that land to us. In order to facilitate the
purchase of the land and construction of the facility, 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 borrowed $3,250,000 from a bank which bank also required that we
obtain an additional $350,000 to be pledged to the bank and a guaranty of an
$200,000 of the loan amount. Cambridge provided the Guaranty and we issued a
note in that amount to Cambridge and a three year warrant to purchase 100,000
shares of our common stock at $1.50 per share. We agreed to register these
shares for Cambridge at Cambridge's request between September 30, 2002 and June
30, 2005.


         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 July 5, 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 July 5, 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)                             1,460,000          15.0%
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)                                        1,690,000          17.1%
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)       6,051,757          61.1%
</Table>



                                      -30-
<PAGE>

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


(1)      Includes warrants to purchase 460,000 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 460,000 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
July 5, 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 July 5, 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 1,175,000 shares of our common stock. The warrants are currently
exercisable. We have entered into investor rights agreements 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 up to 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 July 31, 2000, and
for the nine months ended July 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.

         On October 9, 2000, Vitro Diagnostics, as approved by the Board of
Vitro Diagnostics, engaged Cordovano and Harvey, P.C., as its principal
accountant and independent auditors for the fiscal year ending October 31, 2000,
and simultaneously dismissed Larry O'Donnell, CPA, P.C., as its principal
accountant and auditor.

         The reports of Larry O'Donnell, CPA, P.C. for the two preceding fiscal
years did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During Vitro Diagnostics two fiscal years preceding the dismissal of Larry
O'Donnell, CPA, P.C. and in the interim period through October 9, 2000, there
were no disagreements with Larry O'Donnell, CPA, P.C. on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope and procedure, which, if not resolved to the satisfaction of Larry
O'Donnell, CPA, P.C., would have caused Larry O'Donnell, CPA, P.C. to make
reference to the matter in its report.

         During the two fiscal years immediately preceding the appointment of
Cordovano and Harvey, P.C., in the interim period through October 9, 2000, Vitro
Diagnostics had not consulted Cordovano and Harvey, P.C., regarding any matter
requiring disclosure in the report on Form 10-KSB for the fiscal year ended
October 31, 2000.


                    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 auditor's report............................................................ F-24
  Balance sheet, July 31, 2000............................................................ F-25
  Statements of operations, for the nine months ended July 31, 2000....................... F-26
  Statement of changes in shareholders' equity, for the nine months ended July 31, 2002... F-27
  Statements of cash flows, for the nine months ended July 31, 2000....................... F-28
  Notes to financial statements........................................................... F-29

  Independent auditor's report............................................................ F-35
  Statement of operations for the year ended October 31, 1999............................. F-36
  Statement of shareholders' equity for the year ended October 31, 1999................... F-37
  Statement of cash flows for the year ended October 31, 1999............................. F-38
  Notes to financial statements........................................................... F-41
</Table>



                                      F-1
<PAGE>


                                 AspenBio, Inc.
                            Unaudited Balance Sheets


                                     Assets


<Table>
<Caption>
                                                  March 31,       December 31,
                                                     2002             2001
                                                  ----------      ------------
<S>                                               <C>             <C>
Current assets
   Cash                                           $  297,365       $  423,765
   Accounts receivable                                74,376          231,429
   Inventories                                       442,402          358,374
   Prepaid expenses                                  108,902          108,901
   Prepaid income taxes                                6,200
                                                  ----------       ----------


     Total current assets                            929,245        1,122,469
                                                  ----------       ----------
Property and equipment
     Laboratory equipment                            209,002          209,002
     Computer equipment                               30,676           30,676
     Leasehold improvements                           27,645           27,645
     Office equipment                                 22,205           22,205
                                                  ----------       ----------
                                                     289,528          289,528
    Accumulated depreciation                          98,996           87,510
                                                  ----------       ----------
                                                     190,532          202,018
                                                  ----------       ----------
Other Assets
     Intangible assets, net amortization of
         2002 $60,712; 2001 $21,396                  646,694          619,965
     Security deposit                                  6,925            6,925
     Non current inventory                            32,860           32,860
     Deferred offering costs                          89,428
                                                  ----------       ----------
                                                     775,907          659,750
                                                  ----------       ----------

                                                  $1,895,684       $1,984,237
                                                  ==========       ==========
</Table>


                        See Notes to Financial Statements

                                      F-2
<PAGE>


                                 AspenBio, Inc.
                      Unaudited Balance Sheets (Continued)


                      Liabilities and Stockholders' Equity


<Table>
<Caption>
                                                             March 31,        December 31,
                                                               2002               2001
                                                            -----------       ------------
<S>                                                         <C>               <C>
Current liabilities
     Short term notes                                       $    37,275        $    68,946
     Current portion of long-term debt                           93,811            315,562
     Accounts payable                                            37,848             37,915
     Accrued liabilities                                          7,569              4,014
     Accrued income taxes                                                           11,000
                                                            -----------        -----------
     Total current liabilities                                  176,503            437,437
                                                            -----------        -----------


Long-term debt-less current portion                             327,435            290,921
                                                            -----------        -----------

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          1,217,927
     Retained earnings (deficit)                               (126,182)            37,952
                                                            -----------        -----------



                                                              1,391,746          1,255,879
                                                            -----------        -----------




                                                            $ 1,895,684        $ 1,984,237
                                                            ===========        ===========
</Table>


                        See Notes to Financial Statements


                                      F-3
<PAGE>


                                 AspenBio, Inc.
                       Unaudited Statements of Operations
                   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 to 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.

Inventories

Inventories consisted of the following:



<Table>
<Caption>
                                                       March 31      December 31
                                                         2001           2000
<S>                                                  <C>            <C>
Finished goods                                       $    131,100   $    131,100
Goods in process                                           37,271         37,271
Raw materials                                             190,003        190,003
Noncurrent goods in process                                32,860         32,860
                                                     ------------   ------------
                                                     $    391,234   $    391,234
                                                     ============   ============
</Table>




                                      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, related party           216,787
     Current portion of long-term debt                           93,811            84,290
     Accounts payable                                            37,915            83,835
     Accrued liabilities                                          4,014             3,289
     Accrued income taxes                                        11,000
                                                            -----------       -----------

     Total current liabilities                                  432,473           257,371
                                                            -----------       -----------


Long-term debt-less current portion, related party              216,779           413,512
Long-term debt-less current portion                              79,106           173,347
                                                            -----------       -----------
                                                                295,885           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
                                               ===========       ===========

PROFORMA INFORMATION ASSUMING THE COMPANY
HAD BEEN TAXED AS A REGULAR CORPORATION

  Income (loss) before income taxes                112,184           (63,232)
Income taxes                                        30,300
                                               -----------       -----------
     Net income (loss)                         $    81,884       $   (63,232)
                                               ===========       ===========

Basic and diluted earnings per share           $       .01       $      (.01)
                                               ===========       ===========
</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.                                                   $ 450,000
</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
         product returns based upon the history of product returns. 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. The dilutive
         effect of options and warrants was not sufficient to change the basic
         amounts per share disclosed in the years ended December 31, 2001 and
         2000.


         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.


         The Company has no assets which will be separately categorized when it
         adopts Statement of Financial Accounting Standards (SFAS) No. 142,
         "Goodwill and Other Intangible Assets."


     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 $310,598; 2003 $111,764; 2004 $35,000, 2005 $149,121; 2006 none.
         Subsequent to December 31, 2001, approximately $192,000 was repaid on
         the above 8% loan. On April 1, 2002 the Company made an Amended and
         Restated Promissory Note to its president in the amount of $267,501,
         payable with interest of 8% per annum, in installments with all amounts
         due on April 30, 2005.


      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.


              The following schedule details activity related to options to
              directors of the Company for the years ended December 31, 2001 and
              2000.



<Table>
<Caption>
                                                 2001           2000
<S>                                             <C>             <C>     <C>
                                                                         Price
          Options outstanding, January 1              0           0

          Granted                               200,000                    $1
          Exercised
          Forfeited
          Expired

          Options outstanding, December 31      200,000           0

          Options exercisable, December 31      200,000
</Table>



              If the Company had elected to recognize compensation expense based
              upon the fair value of the options at the date of grant for awards
              granted in 2001 the Company's net income and earnings per share
              would have approximated the pro forma amounts below:



<Table>
<S>                                           <C>
         Pro forma net income                 $101,184

         Earnings per share                       $.01
</Table>



              The weighted-average fair value of each option granted in 2001 is
              estimated on the date of grant using the Black-Scholes
              option-pricing model as follows:



<Table>
<S>                                           <C>
        Assumptions:

        Risk-free interest rate                 3.7%
        Life in years                             5
        Volatility                                5%
        Dividend yield                            0%

        Fair value                            $.002
</Table>


              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.  Related party transactions

              The Company has notes payable due its President which are
              discussed in detail in Note 5.

         11.  Subsequent events

              Subsequent to year end the Company adopted the 2002 Incentive
              Stock Option plan consisting of 900,000 authorized shares, and
              issued 400,000 shares to employees. The options are exercisable in
              annual installments of one-third each at $1.25 per share for a
              term of 10 years. The Company may grant either options or stock
              pursuant to the plan. No common stock has been issued pursuant to
              the plan.


              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 July 31,
2000, and the related statements of operations, changes in shareholders' equity,
and cash flows for the nine months ended July 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.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. 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
July 31, 2000, and the results of its operations and its cash flows for the nine
months ended July 31, 2000, in conformity with generally accepted accounting
principles.



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



                                      F-24


<PAGE>

                            VITRO DIAGNOSTICS, INC.

                                 BALANCE SHEET

                                 July 31, 2000



<Table>
<S>                                                                                                 <C>
ASSETS
Current assets:
     Cash and cash equivalents ................................................................     $      6,517
     Accounts receivable ......................................................................          208,142
     Inventory ................................................................................          335,198
     Prepaid expenses .........................................................................           11,058
                                                                                                    ------------
                                                                           Total current assets          560,915

Inventory, non-current ........................................................................               --
Furniture and equipment, net of accumulated depreciation of $157,977  .........................           54,212
Patents and deferred costs, net of accumulated amortization of $2,663 .........................          143,539
                                                                                                    ------------

                                                                                                    $    758,666
                                                                                                    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Current maturities on note payable (Note B) ..............................................     $     80,000
     Accounts payable and accrued liabilities .................................................           67,319
                                                                                                    ------------
                                                                      Total current liabilities          147,319

Long-term debt (Note B):
     Note payable, net of current maturities ..................................................          122,578
                                                                                                    ------------
                                                                              Total liabilities          269,897
                                                                                                    ------------

Commitments (Note D) ..........................................................................               --

Shareholders' equity:
     Common stock, $.001 par value; 500,000,000 shares authorized;
        8,455,087 shares issued and outstanding ...............................................            8,455
     Additional paid-in capital ...............................................................        3,931,174
     Retained deficit .........................................................................       (3,450,860)
                                                                                                    ------------
                                                                     Total shareholders' equity          488,769
                                                                                                    ------------

                                                                                                    $    758,666
                                                                                                    ============
</Table>



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


                                      F-25
<PAGE>


                             VITRO DIAGNOSTICS, INC.

                            STATEMENTS OF OPERATIONS

                     For the Nine Months Ended July 31, 2000



<Table>
<S>                                                                                          <C>
Revenue:
     Product sales .....................................................................     $    821,564
     Cost of goods sold ................................................................          346,604
                                                                                             ------------
                                                                            Gross profit          474,960

Operating expenses:
     Selling, general and administrative ...............................................          388,342
     Research and development ..........................................................          355,312
                                                                                             ------------
                                                                Total operating expenses          743,654
                                                                                             ------------
                                                           Income (loss) from operations         (268,694)

Other income (expense):
     Interest income ...................................................................            7,892
     Interest expense ..................................................................          (20,894)
                                                                                             ------------
                                                       Income (loss) before income taxes         (281,696)

Provision for income taxes (Note C) ....................................................               --
                                                                                             ------------

                                                                       NET INCOME (LOSS)     $   (281,696)
                                                                                             ============

Basic and diluted income (loss) per common share .......................................     $      (0.03)
                                                                                             ============
Basic and diluted weighted average common shares outstanding ...........................        8,455,087
                                                                                             ============
</Table>



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


                                      F-26
<PAGE>


                             VITRO DIAGNOSTICS, INC.

                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY




<Table>
<Caption>
                                                       Common Stock               Additional
                                               -----------------------------       Paid-in          Retained
                                                  Shares         Par Value         Capital          Deficit            Total
                                               ------------     ------------     ------------     ------------      ------------
<S>                                           <C>              <C>              <C>              <C>               <C>
                 BALANCE, OCTOBER 31, 1999        8,455,087     $      8,455     $  3,931,174     $ (3,169,164)     $    770,465

Net loss for the nine months ended
   July 31, 2000 .........................               --               --               --         (281,696)         (281,696)
                                               ------------     ------------     ------------     ------------      ------------
                    BALANCE, JULY 31, 2000        8,455,087     $      8,455     $  3,931,174     $ (3,450,860)     $    488,769
                                               ============     ============     ============     ============      ============
</Table>




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


                                      F-27
<PAGE>


                             VITRO DIAGNOSTICS, INC.

                            STATEMENTS OF CASH FLOWS

                     For the Nine Months Ended July 31, 2000



<Table>
<S>                                                                                         <C>
Cash flows from operating activities:
     Net loss .........................................................................     $   (281,696)
     Transactions not requiring cash:
        Depreciation and amortization .................................................           13,150
     Changes in current assets and current liabilities:
        (Increase) decrease in accounts receivable, inventories,
           prepaid expenses and deposits, net of sale to AspenBio .....................          196,791
        Increase (decrease) in accounts payable, accrued expenses
           and payroll taxes payable, net of sale to AspenBio .........................           40,525
                                                                                            ------------
Net cash used in operating activities .................................................          (31,230)
                                                                                            ------------

Cash flows from investing activities:
     Property and equipment purchases .................................................          (29,683)
     Payments for patents .............................................................          (43,867)
     Proceeds from receipt of note receivable .........................................            6,500
                                                                                            ------------
Net cash provided by (used) in investing activities ...................................          (67,050)
                                                                                            ------------

Cash flows from financing activities:
     Proceeds from issuance of notes payable ..........................................          195,000
     Principal payments of notes payable ..............................................         (134,494)
                                                                                            ------------
Net cash provided by financing activities .............................................           60,506
                                                                                            ------------

                                                Net change in cash and cash equivalents          (37,774)
Cash and cash equivalents, beginning of year ..........................................           44,291
                                                                                            ------------
                                                 Cash and cash equivalents, end of year     $      6,517
                                                                                            ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the year for:
        Interest ......................................................................     $     20,894
                                                                                            ============
        Income taxes ..................................................................     $         --
                                                                                            ============
</Table>




         See accompanying summary of significant accounting policies and
                         notes to 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 AND COST RECOGNITION

Revenues from the sale of products are recognized upon shipment to the customer.
Management provides an estimated allowance for uncollectible accounts receivable
based on assessment amounts outstanding and evaluation of specific customer
account balances. At July 31, 2000, management believed all receivables were
collectible and no allowance was deemed necessary.

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. Goods in process inventory, which is not expected to be
completed and sold within the next fiscal year is classified as non-current.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is calculated on the
straight-line method over the estimated useful lives of the assets. Depreciation
expense totaled $10,487 for the nine months ended July 31, 2000.

PATENTS, DEFERRED COSTS AND AMORTIZATION

Patents consist of costs incurred to acquire issued patents. Amortization
commences once a patent is issued. Costs incurred to acquire patents that have
not been issued are reported as deferred costs. 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 ten years. Amortization expense totaled
$2,663 for the nine months ended July 31, 2000.



                                      F-29

<PAGE>

                            VITRO DIAGNOSTICS, INC.

                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


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 July 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 July 31, 2000 were equal.

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.

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 a significant Company
shareholder and the Company's former president and director. 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 during September 2000. Because the transaction occurred between
related parties, the sale was treated as a transfer of assets and the Company's
gain on the transfer 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 transaction.

Following the transfer 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).




                                      F-31
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                          NOTES TO FINANCIAL STATEMENTS


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 transfer 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.

The following pro forma condensed, balance sheet gives effect to the transfer of
assets as if it occurred on July 31, 2000. The pro forma condensed, balance
sheet is not necessarily indicative of the financial position had the transfer
transaction occurred on July 31, 2000.

JULY 31, 2000

<Table>
<Caption>
                                      Vitro                               Pro Forma
                                  (as reported)      Adjustments        Consolidated
                                  -------------      -----------        ------------
<S>                               <C>             <C>                   <C>
Cash .........................    $      6,517    $    218,483 (1)      $    225,000
Accounts receivable ..........         208,142        (208,142)(2)                --
Note receivable ..............              --         450,000 (3)           450,000
Inventory ....................         335,198        (335,198)(4)                --
Furniture and equipment, net .          54,212         (54,212)(5)                --
Intangible assets, net .......         143,539              --               143,539
Other assets .................          11,058         (11,058)(6)                --
                                  ------------    ------------          ------------
Total assets .................    $    758,666    $     59,873          $    818,539
                                  ============    ============          ============

Current liabilities ..........    $     67,319    $    (67,319)(7)      $         --
Long-term debt ...............         202,578        (202,578)(7)                --
                                  ------------    ------------          ------------

Total liabilities ............         269,897        (269,897)                   --
                                  ------------    ------------          ------------

Shareholders' equity .........         488,769         329,770 (8),(9)       818,539
                                  ------------    ------------          ------------

Total liabilities and
   shareholders' deficit .....    $    758,666    $     59,873          $    818,539
                                  ============    ============          ============

</Table>

Pro forma condensed, balance sheet adjustments:

1.       Increase cash balance to reflect $250,000 received in transfer
         transaction (less $25,000 of closing costs);

2.       Elimination of trade receivables;

3.       Record note receivable acquired in transfer transaction;

4.       Elimination of inventory;

5.       Elimination of furniture and equipment;

6.       Elimination of other assets;

7.       Elimination of liabilities and debt;

8.       Record gain on transfer transaction as an increase to additional
         paid-in capital;

9.       Record $25,000 of closing costs.

The following pro forma condensed, statement of operations gives effect to the
transfer of assets as if it occurred on November 1, 1999. The pro forma
condensed, statement of operations is not necessarily indicative of results of
operations had the transfer transaction occurred at the beginning of the period.




                                      F-32
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                          NOTES TO FINANCIAL STATEMENTS


NINE MONTHS ENDED JULY 31, 2000

<Table>
<Caption>
                                      Vitro                                          Pro Forma
                                  (as reported)        Adjustments                  Consolidated
                                  --------------     --------------                --------------
<S>                               <C>                <C>                           <C>
Revenues .....................    $      821,564     $     (821,564) (1)           $            1
Cost of goods sold ...........           346,604           (346,604) (2)                        2
Operating expenses ...........           743,654             30,263  (3),(4),(5)          773,917
                                  --------------     --------------                --------------
Operating loss ...............          (268,694)          (505,223)                     (773,918)
Non-operating income
   and expenses ..............           (13,002)            13,002 (6)                        --
                                  --------------     --------------                --------------
Net loss .....................    $     (281,696)    $     (492,221)               $     (773,918)
                                  ==============     ==============                ==============

Basic and diluted loss per
   common share ..............    $        (0.03)                                  $        (0.09)
                                  ==============                                   ==============
Basic and diluted weighted
   average common shares
   outstanding ...............         8,455,087                                        8,455,087
                                  ==============                                   ==============
</Table>

Condensed, consolidated statement of operations adjustments:

1.       Elimination of revenues;

2.       Elimination of cost of goods sold;

3.       Record $25,000 of closing costs;

4.       Record $15,750 of rent expense for the use of a related party's
         facility for the nine month period ($1,750 per month);

5.       Elimination of depreciation expense ($10,487);

6.       Elimination of interest income and interest expense.

NOTE B:  NOTE PAYABLE

Long-term debt consisted of the following note payable at July 31, 2000:

<Table>
<S>                                                             <C>
Colorado Business Leasing, interest rate of 11 percent,
monthly payments of $9,053, collateralized by equipment,
Net operating loss for which no tax benefit
matures October 2003 .......................................    $    202,578

Less current maturities ....................................         (80,000)
                                                                ------------
                                                                $    122,578
                                                                ============
</Table>

NOTE C:  INCOME TAXES

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



                                      F-33
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                          NOTES TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                           July 31,
                                                             2000
                                                           -------
<S>                                                        <C>
U.S. federal statutory graduated rate .................     34.00%
State income tax rate, net of federal benefit .........      3.14%
Net operating loss for which no tax benefit
   is currently available .............................    (37.14)%
                                                           ------
                                                             0.00%
                                                           ======
</Table>

At July 31, 2000, deferred taxes consisted of a net tax asset of $781,119, due
to operating loss carryforwards of $2,055,888, which was fully allowed for in
the valuation allowance of $781,119. The valuation allowance offsets the net
deferred tax asset for which there is no assurance of recovery. The deferred tax
asset for the nine months ended July 31, 2000 was $101,274. The change in the
valuation allowance from October 31, 1999 through July 31, 2000 was $101,274.
Net operating loss carryforwards will expire through 2020.

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:  COMMITMENTS

The Company leases its facilities on a month-to-month basis. The lease currently
requires monthly payments of $5,482. Rent expense under the facilities lease was
$$47,596 for the nine months ended July 31, 2000.

The Company leases laboratory equipment under leases which are classified as
operating leases. Rent expense under these leases totaled $22,116 for the nine
months ended July 31, 2000. Future minimum lease payments for each of the years
ended October 31 are as follows:

<Table>
<S>                                                              <C>
2001...........................................................  $ 29,488
2002...........................................................  $  7,556
2003...........................................................  $  5,856
</Table>




                                      F-34
<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-35
<PAGE>

                             VITRO DIAGNOSTICS, INC.
                            Statement of Operations

                      For the Year ended October 31, 1999



<Table>
<S>                                                          <C>
Revenue:
Product sales ........................................       $   835,452
Cost of goods sold ...................................           288,565
                                                             -----------

                        Gross profit .................           546,887

Operating expenses:
     Selling, general and administrative .............           363,882
     Rent and facility fees, related party ...........                --
     Research and development ........................           276,484
                                                             -----------

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

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

Other income (expense):
     Interest income .................................                --
     Interest expense ................................           (52,866)
     Miscellaneous income ............................             5,542
                                                             -----------
                        Loss before income taxes .....          (140,803)

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

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


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


                                      F-36
<PAGE>

                             VITRO DIAGNOSTICS, INC.
                        Statement of Shareholders' Equity

                      For the Year ended October 31, 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
                                               ===========       ===========       ===========       ===========        ===========




</Table>

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


                                      F-37
<PAGE>

                             VITRO DIAGNOSTICS, INC.
                            Statements of Cash Flows
                      For the Year Ended October 31,  1999



<Table>
<S>                                                                  <C>
Cash flows from operating activities:
    Net loss .................................................       $(140,803)
    Transactions not requiring cash:
       Depreciation and amortization .........................          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 ............................         (68,130)
       Increase (decrease) in accounts payable, accrued
          expenses and payroll taxes payable, net of
          sale to AspenBio ...................................         (73,890)
                                                                     ---------
Net cash used in operating activities ........................        (241,760)
                                                                     ---------
Cash flows from investing activities:

    Proceeds from Purchase Agreement .........................              --
    Property and equipment purchases .........................         (17,953)
    Payments for patents .....................................         (48,612)
    Issuance of note receivable ..............................          (6,825)
    Proceeds from receipts on note receivable ................             325
    Proceeds from AspenBio note receivable ...................              --
                                                                     ---------

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

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

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

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

                   Cash and cash equivalents, end of year ....       $  44,291
                                                                     =========

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

       Interest...............................................       $  51,854
                                                                     =========
 Income taxes.................................................       $      --
                                                                     =========
</Table>



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


                                      F-38
<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 product returns based upon the history of
product returns. 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.


Property, equipment and depreciation


Property and equipment are stated at cost. Depreciation is calculated on the
straight-line method. Depreciation expense totaled $10,487 for the year ended
October 31, 1999.


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, 1999.


                                      F-39
<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, 1999 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, 1999 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-40
<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.






                                      F-41
<PAGE>






NOTE B: INCOME TAXES


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


<Table>
<Caption>
                                                  October 31,
                                                     1999
                                                  -----------
<S>                                                 <C>
U.S. federal statutory graduated rate                 26.51%
State income tax rate, net of federal benefit          3.49%
Contributed office and facility use                    0.00%
Net operating loss for which no tax benefit
   is currently available                            (30.00)%
                                                    -------
                                                       0.00%
                                                    =======
</Table>



At October 31, 1999, deferred taxes consisted of a net tax asset of $660,000,
due to operating loss carryforwards of $1,777,000, which was fully allowed for
in the valuation allowance of $660,000. The valuation allowance offsets the net
deferred tax asset for which there is no assurance of recovery. Net operating
loss carryforwards will expire through 2020.



                                      F-42
<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 C: SHAREHOLDERS' EQUITY





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
</Table>



                                      F-43
<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, 1999
                                            -------------------
<S>                                            <C>
Pro forma net loss                             $  (211,203)
                                               ===========
Pro forma basic and diluted net loss
   per common share                            $     (0.03)
                                               ===========
</Table>





                                      F-44
<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


(a)      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 1,489,280 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

       10.17      Loan Agreement to be made between FirstBank of Tech Center and
                  AspenBio, Inc. regarding a construction loan in the principal
                  amount of $3,250,000;***

       10.18(a)   6% Convertible Promissory Note, dated July 5, 2002, by
                  AspenBio, Inc. to Michael S. Smith in the principal amount of
                  $500,000;***

       10.18(b)   Pledge Agreement, dated July 5, 2002, by AspenBio, Inc. to
                  Michael S. Smith regarding account for $350,000 at FirstBank
                  of Tech Center;***

       10.18(c)   Warrant, dated July 5, 2002, to purchase 275,000 shares of
                  AspenBio, Inc. common stock issued to Michael Smith;***

       10.18(d)   Investor Rights Agreement, dated July 5, 2002, between
                  AspenBio, Inc. and Michael S. Smith;***

       10.19(a)   Promissory Note, dated July 5, 2002, by AspenBio, Inc. to
                  Cambridge Holdings, Ltd. in the principal amount of
                  $200,000;***

       10.19(b)   Warrant, dated July 5, 2002, to purchase 100,000 shares of
                  AspenBio, Inc. common stock issued to Cambridge Holdings,
                  Ltd.;***

       10.19(c)   Investor Rights Agreement, dated July 5, 2002, between
                  AspenBio, Inc. and Cambridge Holdings, Ltd.;***

       10.20      Agreement, dated February 26, 2002 and April 9, 2002 between
                  AspenBio, Inc. and Urban Construction, Inc.;***

       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 (included in Exhibit 5.1)
</Table>





**       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 July 8, 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:    July 8, 2002                    /s/ Roger D. Hurst
                                         ---------------------------------------
                                         Roger D. Hurst, President, Chief
                                           Executive Officer, Chief Financial
                                           Officer and Director


Date:    July 8, 2002                    /s/ Gregory Pusey
                                         ---------------------------------------
                                         Gregory Pusey, Secretary and Director


Date:    July 8, 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 1,489,280 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

       10.17      Loan Agreement to be made between FirstBank of Tech Center and
                  AspenBio, Inc. regarding a construction loan in the principal
                  amount of $3,250,000;***

       10.18(a)   6% Convertible Promissory Note, dated July 5, 2002, by
                  AspenBio, Inc. to Michael S. Smith in the principal amount of
                  $500,000;***

       10.18(b)   Pledge Agreement, dated July 5, 2002, by AspenBio, Inc. to
                  Michael S. Smith regarding account for $350,000 at FirstBank
                  of Tech Center;***

       10.18(c)   Warrant, dated July 5, 2002, to purchase 275,000 shares of
                  AspenBio, Inc. common stock issued to Michael Smith;***

       10.18(d)   Investor Rights Agreement, dated July 5, 2002, between
                  AspenBio, Inc. and Michael S. Smith***

       10.19(a)   Promissory Note, dated July 5, 2002, by AspenBio, Inc. to
                  Cambridge Holdings, Ltd. in the principal amount of
                  $200,000***

       10.19(b)   Warrant, dated July 5, 2002, to purchase 100,000 shares of
                  AspenBio, Inc. common stock issued to Cambridge Holdings,
                  Ltd.***

       10.19(c)   Investor Rights Agreement, dated July 5, 2002, between
                  AspenBio, Inc. and Cambridge Holdings, Ltd.***

       10.20      Agreement, dated February 26, 2002 and April 9, 2002 between
                  AspenBio, Inc. and Urban Construction, Inc.***

       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 (included in Exhibit 5.1)
</Table>





**       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-5.1
<SEQUENCE>3
<FILENAME>d95933a2exv5w1.txt
<DESCRIPTION>OPINION/CONSENT OF PATTON BOGGS LLP
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.1

                                PATTON BOGGS LLP
                               1660 Lincoln Street
                                   Suite 1900
                             Denver, Colorado 80264

                                 (303) 830-1776


                                  July 8, 2002

AspenBio, Inc.
8100 Southpark Way, Bldg. B-1
Littleton, CO  80120

Ladies and Gentlemen:

         We have acted as counsel for AspenBio, Inc., a Colorado corporation
(the "Company"), in connection with preparation of the Company's Registration
Statement on Form S-1 (the "Registration Statement") under the Securities Act of
1933, as amended, concerning registration of the transfer of 1,489,280 shares of
the Company's common stock (the "Common Stock") by certain shareholders of the
Company.

         We have examined the Articles of Incorporation and the Bylaws of the
Company and the record of the Company's corporate proceedings concerning the
registration described above. In addition, we have examined such other
certificates, agreements, documents and papers, and we have made such other
inquiries and investigations of law as we have deemed appropriate and necessary
in order to express the opinion set forth in this letter. In our examinations,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, photostatic, or conformed copies and the
authenticity of the originals of all such latter documents. In addition, as to
certain matters we have relied upon certificates and advice from various state
authorities and public officials, and we have assumed the accuracy of the
material and the factual matters contained herein.

         Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the shares of Common
Stock being transferred by the selling shareholders as described in the
Registration Statement have been legally issued and are fully paid and
non-assessable.

         We hereby consent (a) to be named in the Registration Statement and in
the prospectus that constitutes a part of the Registration Statement as acting
as counsel in connection with the offering, and (b) to the filing of this
opinion as an exhibit to the Registration Statement.

         This opinion is to be used solely for the purpose of the registration
of the Common Stock and may not be used for any other purpose.

                                                     Very truly yours,

                                                     /s/ PATTON BOGGS LLP

                                                     PATTON BOGGS LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>4
<FILENAME>d95933a2exv10w17.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.17

FirstBank of Tech Center
5105 South DTC Parkway
Greenwood Village, CO  80111
(303) 694-1000  "Lender"

"Borrower"

AspenBio, Inc.
Roger D. Hurst
8100 Southpark Way Bldg. B-1
Littleton, CO  80120
(303) 794-2000

<Table>
<Caption>
    Officer         Interest           Principal         Funding         Maturity       Customer          Loan
Identification        Rate              Amount            Amount           Date          Number          Number
<S>                 <C>              <C>                 <C>             <C>           <C>               <C>
RBB                 Variable         $3,250,000.00       07/05/02        07/01/03      ###-##-####       8925542
</Table>

ADDRESS OF REAL PROPERTY SECURING THE LOAN:

Vacant Land
Castle Rock, CO 80104


                           CONSTRUCTION LOAN AGREEMENT


1. DEFINITIONS. In this Agreement, the following words and phrases shall have
the following meanings:

         1.1 "Architect" shall mean the person or entity who has prepared Plans
         and Specifications for the construction of the Improvements;

         1.2 "Assignment of Leases" shall mean the Assignments of Rents and
         Leases executed by Borrower which creates a first lien on the leases
         of, and rents from, the Property;

         1.3 "Borrower" shall mean the borrower identified above;

         1.4 "Code" shall mean the Uniform Commercial Code as currently enacted
         in the state where the Property is located;

         1.5 "Completion Date" shall mean July 1, 2003.

         1.6 "Construction Budget" shall mean the estimated cost of the
         construction of the improvements in accordance with the Plans and
         Specifications as approved by Lender;

         1.7 "Contractor" shall mean the general contractor hired by Borrower to
         complete construction of the Improvements;



<PAGE>

         1.8 "Guarantor" shall mean any accommodation maker, guarantor or other
         party liable for the payment of Borrower's obligations under the Loan;

         1.9 "Improvements" shall mean the proposed structure(s) to be placed or
         constructed upon the Property by Borrower, the cost of which shall be
         funded in whole or in part by periodic disbursements of the proceeds of
         the Loan, which proposed structure(s) is (are) more fully described in
         Schedule C hereto;

         1.10 "Lender" shall mean: FirstBank of Tech Center
                                   5103 South DTC Parkway,
                                   Greenwood Village, CO 80111

         1.11 "Loan" shall mean the construction loan made by Lender to Borrower
         in the principal amount described above:

         1.12 "Loan Documents" shall collectively mean the Promissory Note,
         Security Instrument (as defined herein), Security Agreement, consent of
         contractor, consent of architect, the construction schedule, this
         Agreement and any other instrument executed in connection with or
         evidencing the Loan;

         1.13 "Plans" and Specifications" shall mean the plans and
         specifications approved by Lender pertaining to the construction of
         improvements upon the Property;

         1.14 "Premises" shall mean the Property, together with the
         improvements, fixtures and personal property located upon the property;

         1.15 "Promissory Note" shall mean that certain Promissory Note in the
         aggregate principal amount of the Loan payable to the order of the
         Lender, executed by Borrower, evidencing the Loan;

         1.16 "Property" shall mean the real property located at the address
         described above and legally described in Schedule A, attached hereto
         and incorporated herein by reference;

         1.17 "Security Agreement" shall mean that certain security agreement
         executed by Borrower that creates a first lien on all chattels,
         furniture, furnishings, fixtures, machinery, equipment, appliances and
         other personal property owned by Borrower and used or to be used In the
         operation of the Premises; and

         1.18 "Security Instrument" shall mean the mortgage or deed of trust
         executed by Borrower/Grantor/Mortgagor which evidences a first lien on
         the Property and secures the Promissory Note.

2. AMOUNTS AND TERMS OF LOAN.

         2.1 Lender shall make the Loan to Borrower to construct the
         Improvements on the terms and conditions set forth herein. Borrower,
         and any comakers, agree to execute and deliver the Promissory Note in
         the principal amount of the Loan. Advances under the Loan shall be made
         to Borrower or others from time to time pursuant to the terms and
         conditions described in the Promissory Note and this Agreement.
         Interest shall be imposed on all sums advanced from the date of each
         advance at the rate of interest described In the Promissory Note.
         Principal, interest and any other sums owing under the Loan Documents
         shall be repaid to Lender into the manner described therein.



<PAGE>

         2.2 Borrower agrees to pay to Lender a loan fee in the amount of
         $32,500.00 on the date of closing of the Loan.

3. COLLATERAL

         3.1 To secure the performance of Borrower's obligations to Lender under
         the Loan, Borrower agrees promptly to execute and deliver to Lender the
         Security Instrument, Security Agreements, consent of contractor,
         consent of architect, financing statements, and other appropriate
         documents deemed necessary or desirable by Lender to provide Lender
         with the first lien and security interest on the Premises. The Security
         Instrument, Security Agreements, financing statements, and other
         documents shall be in a form and content satisfactory to Lender in its
         sole discretion.

         3.2 Borrower agrees to execute and deliver to Lender an Assignment of
         Leases in form and content satisfactory to Lender in its sole
         discretion.

         3.3 As additional collateral for the Loan, Borrower hereby grants to
         Lender a security interest and hereby assigns all of Borrower's right,
         title and interest in all monies, instruments and deposit accounts of
         Borrower maintained with Lender.

         3.4 In the event partial releases are to be executed by Lender from
         time to time, Lender shall execute and deliver such partial releases
         upon the conditions and under the terms described in the Security
         Instrument. However, no partial release will be executed by Lender If
         it would otherwise interfere with the development of the Property which
         remains encumbered by the Security Instrument or if Borrower is in
         default of any obligation under this Agreement or the Loan Documents.

4. DISBURSEMENT PROCEDURES.

         4.1 Disbursement of the Loan shall be made by Lender for construction
         and development costs in accordance with the approved Construction
         Budget (covering both hard and soft costs) and the approved schedule of
         estimated monthly disbursements.

         4.2 No extra work or changes in the Plans and Specifications or the
         Construction Budget shall be ordered or authorized by Borrower without
         the written consent of Lender. If Lender approves of any extra work or
         changes, Lender shall have the right to withhold any pending or future
         disbursement and shall require that Borrower pay the cost of these
         items from its own funds and not from the Loan proceeds.

         4.3 At the time of any disbursement request, Borrower shall complete,
         execute and deliver to Lender a request for an advance on Lender's
         standard form draw request, attached hereto as Exhibit 1. Each request
         for an advance must be accompanied by evidence in form and content
         satisfactory to Lender, which may include, but may not necessarily be
         limited to, invoices and statements, certificates, affidavits and other
         declarations as Lender may deem necessary of Borrower, Architect or
         Contractor, all of which shall show:

                  4.3.1 The value of the portion of the improvements completed
                  at that time;

                  4.3.2 That all outstanding claims for labor, services and
                  materials through the previous draw request have been paid;



<PAGE>

                  4.3.3 That there are no liens outstanding against the Premises
                  except the lien belonging to Lender and inchoate liens for
                  property taxes not yet due; and

                  4.3.4 That copies of all bills or statements for expenses for
                  which the advance is requested are attached to such request
                  for advance.

         4.4 Subject to Paragraph 4.5 below, all disbursements shall be made
         directly to the Contractor and applicable subcontractors, laborers and
         materialmen with appropriate lien waivers affixed to each check. All
         loan funds shall be considered to be advanced to and received by
         Borrower upon, and interest on such funds shall be payable by Borrower
         from and after, their deposit in any disbursement account or direct
         advance by Lender to the Contractor, any subcontractors, laborers or
         materialmen, or charge against Loan funds as provided in Paragraph 4.5
         below.

         4.5 Notwithstanding the provisions of Paragraph 4.4 above, Lender may
         elect, without further notice to or authorization by Borrower, to use
         the Loan funds to pay, as and when due, any Loan fees owing to Lender,
         accrued, unpaid interest on the Loan, amounts secured by prior liens on
         the Property, legal fees and expenses of Lender's attorneys which are
         payable by Borrower, and such other sums as may be owing from time to
         time by Borrower to Lender with respect to the Loan. On or before each
         interest payment date, Lender shall invoice Borrower for the amount of
         the required interest payment. Borrower shall promptly make such
         payments to Lender as and when due. Notwithstanding any of the
         provisions of this Paragraph, Lender's agreement to make such advances
         for interest or loan fees shall be subject to compliance with the
         conditions precedent set forth in Paragraph 4.9 below.

         4.6 If Lender at any time determines in good faith that the amount of
         the undisbursed Loan proceeds shall not be sufficient to pay fully for
         all costs required to complete the improvements in accordance with the
         Plans and Specifications as well as all financing and development costs
         to be incurred by the Borrower, whether such deficiency is attributable
         to changes in the work or construction or in the Plans and
         Specifications or to any cause, Lender may make written demand on
         Borrower to deposit with Lender funds equal to the amount of the
         projected shortage. Borrower shall deposit the required funds with
         Lender within ten days after the date of Lender's written demand. No
         further disbursements need to be made by Lender until those funds are
         deposited by Borrower with Lender. Whenever Lender has any such funds
         on deposit, all disbursement shall be made by Lender first from those
         funds until they are exhausted.

         4.7 At no time and in no event shall Lender be obligated to disburse
         funds:

                  4.7.1 In excess of the amount recommended by Lender's
                  architectural or engineering representative, who, at the
                  option of Lender, shall make periodic inspections of the
                  Premises at Borrower's expense;

                  4.7.2 In any event of default under this Agreement, the
                  Security instrument, or any other Loan Documents has occurred
                  and has not been cured;

                  4.7.3 If the improvements have been damaged by fire or other
                  casualty and Lender has not received insurance proceeds
                  sufficient in the sole judgment of Lender to effect the
                  restoration of the improvements in accordance with Plans and
                  Specifications and to permit the completion of the
                  improvements on or before the Completion Date described in
                  this Agreement;



<PAGE>

                  4.7.4 For stored materials until they are actually
                  incorporated into the improvements, except on such conditions
                  and such occasions as may be approved by Lender in its sole
                  discretion;

                  4.7.5 If Lender believes in good faith that the priority of
                  Lender's lien may be adversely affected; or

                  4.7.6 If the Lender concludes that the construction of the
                  improvements has fallen behind any construction schedule
                  approved by Lender or the cost of completing construction of
                  the improvements at any time exceeds the amount remaining to
                  be drawn under the Loan by a factor of more than ten percent
                  (10.0%).

         4.8 Lender shall not be required to make the first disbursement of the
         Loan until Borrower has fulfilled to Lender's satisfaction all
         conditions of Lender's written loan commitment to Borrower and all of
         Lender's customary and reasonable loan closing and post-loan closing
         conditions for construction loans have been met, which include, but are
         not limited to, the following:

                  4.8.1 Lender has received the executed Loan Documents
                  (including without limitation the Promissory Note and Security
                  Instrument), and the Security Instrument, Security Agreement,
                  Assignment of Leases and financing statements have been duly
                  recorded or filed, as applicable;

                  4.8.2 After recordation of the Security instrument, a title
                  insurance company acceptable to Lender must have issued, at
                  the expense of Borrower, an ALTA (or equivalent) Lender's
                  extended coverage policy of title insurance in an amount and
                  form satisfactory to Lender subject only to exceptions
                  approved by Lender in writing, together with any endorsements
                  required by Lender;

                  4.8.3 Lender's security interest in all personal property and
                  fixtures upon the Premises as described in the Security
                  Agreement must have been duly perfected and has a lien
                  priority in all respects satisfactory to Lender;

                  4.8.4 If Lender so requests, an environmental questionnaire or
                  assessment has been delivered to Lender and Borrower agrees to
                  indemnify Lender for any violation of any environmental laws
                  which concern the Premises;

                  4.8.5 The Plans and Specifications must have been approved by
                  Lender and any other persons or agencies whose prior approval
                  is required by law or any covenants, conditions or
                  restrictions applicable to the Property, and all insurance
                  policies, executed general contracts and performance and
                  payment bonds required by Lender must be approved by Lender
                  and be in full force and effect;

                  4.8.6 Borrower must have satisfied all conditions described in
                  Lender's commitment letter to Borrower pertaining to the Loan;

                  4.8.7 Lender's loan fee must have been paid or be payable out
                  of the initial disbursement upon recordation of the Security
                  instrument;

                  4.8.8 Lender shall have received executed copies of all of
                  Borrower's agreements with the Contractor and the Architect
                  for the construction of the improvements and approved same;

                  4.8.9 If Borrower or any accommodation maker, guarantor, or
                  other party liable for the payment of Borrower's obligations
                  under the Loan (collectively



<PAGE>

                  "Guarantors") is a partnership, corporation, limited liability
                  company or non-profit association, such parties must have
                  delivered to Lender one or more opinions of counsel in a form
                  and content acceptable to Lender stating among other things
                  that such party is duly organized, validity existing and is in
                  good standing in the jurisdiction of its incorporation or
                  organization and in each jurisdiction where its failure to so
                  qualify would have a material adverse effect on its business,
                  operations or its ability to carry out its obligations under
                  the Loan Documents, and has duly authorized by all requisite
                  corporate, member/manager or partnership action the execution,
                  delivery and performance of the Loan Documents;

                  4.8.10 If Borrower or any Guarantor is a partnership,
                  corporation, limited liability company or non-profit
                  association, such parties must have delivered to Lender such
                  certified copies of directors' and stockholders' resolutions,
                  partnership, operating or joint venture agreements, etc., as
                  may be necessary, in the Lender's judgment, to authorize and
                  support the execution and delivery of all documents
                  contemplated by the Loan;

                  4.8.11 Borrower has satisfied Lender and the title insurance
                  company issuing the policy required under Paragraph 4.8.2 that
                  no work has been commenced prior to the recordation of the
                  Security instrument; and

                  4.8.12 Lender is not required to disburse funds under the
                  conditions described in Paragraph 4.7 of the Agreement.

         4.9 Lender shall not be required to make any subsequent disbursement
         under the Loan if:

                  4.9.1 Lender does not receive, at Borrower's expense, a title
                  endorsement, satisfactory to Lender prior to any disbursement
                  stating that such disbursement shall have priority over
                  mechanic's or materialmen's liens or any other intervening or
                  subordinate liens on the Property; and

                  4.9.2 Any event or condition described in Paragraph 4.7 of
                  this Agreement exists.

         4.10 Lender shall not be obligated to make its final disbursement of
         Loan proceeds for the improvements hereto unless and until the
         following conditions are satisfied;

                  4.10.1 The Lender determines that the improvements have been
                  substantially completed by the Completion Date in accordance
                  with the Plans and Specifications. Completion must be verified
                  to the reasonable satisfaction of Lender;

                  4.10.2 Borrower has obtained for Lender, at Borrower's
                  expense, any title insurance endorsements to the title policy
                  which insures the lien-free completion of the improvements and
                  any other endorsements required by Lender;

                  4.10.3 Borrower has obtained and delivered to Lender for its
                  approval copies of all temporary or permanent certificates of
                  occupancy for any portion of the improvements and Lender has
                  approved such certificates; and

                  4.10.4 No condition exists that would excuse Lender from
                  disbursing funds under Paragraph 4.7 of this Agreement.



<PAGE>

         4.11 At the option of the Lender, each request for an advance shall be
         submitted to Lender at least ten (10) business days prior to the date
         of the requested advance. All such advances, regardless of to whom
         made, shall satisfy, to the extent possible, the obligations of Lender
         hereunder and shall be secured by the Security Instrument and other
         Loan Documents as fully as if made to Borrower.

         4.12 Any waiver by Lender of any condition of disbursement must be
         expressly made in writing. The making of a disbursement prior to
         fulfillment of one or more conditions therefore shall not be construed
         as a waiver of such conditions, and Lender reserves the right to
         require their fulfillment prior to making any subsequent disbursements.

5. COVENANTS OF BORROWER. Borrower covenants with and warrants to Lender as
follows:

         5.1 Borrower shall provide Lender with a detailed Construction Schedule
         (which shall be in such detail as Lender shall require) prior to the
         execution of this Agreement and shall meet all deadlines described
         herein. Borrower shall commence construction of the improvements within
         10 days from the date of this Agreement. Borrower shall substantially
         complete construction by the Completion Date. All construction work
         shall be performed in substantial compliance with the approved Plans
         and Specifications, any change orders approved by Lender and with this
         Agreement. All construction work shall be completed without liens,
         claims, or assessments (actual or contingent) asserted against the
         Premises for any material, labor or other items furnished in connection
         therewith (except as such liens, claims or assessments are insured or
         bonded to Lender's satisfaction), and all are in full compliance with
         all construction, use, building, zoning and other similar requirements
         of any governmental jurisdiction. Borrower shall provide Lender with
         satisfactory evidence of such compliance upon request by Lender.

         5.2 Borrower agrees that no modification of or amendments to the Plans
         and Specifications shall be made without first obtaining the approval
         in writing of Lender and all necessary governmental authorities. In
         addition, Borrower agrees to deposit with Lender such additional sums
         or take such action as Lender may require to ensure payment of the cost
         of any such changes.

         5.3 Borrower shall not, without the prior written consent of Lender,
         mortgage, assign, convey, transfer, sell or otherwise dispose of or
         encumber its interest in the Property or any part thereof or the income
         to be derived therefrom.

         5.4 Borrower shall comply with and keep in effect all permits and
         approvals obtained from any governmental bodies that relate to the
         lawful construction of the improvements. Borrower shall comply with all
         existing or future recorded restrictions affecting the Property. The
         improvements shall be constructed entirely on the Property and shall
         not encroach upon or over any known easement or right-of-way, nor upon
         the land of others, and when erected shall be wholly within any
         building restriction lines.

         5.5 Borrower shall furnish from time to time upon request by Lender, in
         a form acceptable to Lender, a correct list of all contractors and
         subcontractors employed in connection with construction of the
         improvements and true and correct copies of all executed contracts and
         subcontracts. Lender may contact any Contractor or subcontractor to
         verify any facts disclosed in the list, and all contracts and
         subcontracts relating to construction of the improvements must require
         the disclosure of the listed information to Lender.

         5.6 No materials, equipment, fixtures or articles of personal property
         of Borrower placed in the improvements shall be purchased or installed
         under any security agreement or other agreement where the seller
         reserves or purports to reserve title or



<PAGE>

         the right to remove or repossess the items, or the right to consider
         such items as personal property after their incorporation in the work
         of construction, unless authorized by Lender in writing.

         5.7 Lender and its agents and representatives shall have the right at
         any reasonable time to enter the Property and inspect the construction
         of the improvements and all plans, specifications, change orders, and
         other matters pertaining thereto. Lender shall also have the right to
         examine, copy and audit the books, records, accounting data and other
         documents of Borrower and its Contractors relating to the Property or
         construction of the improvements. If Lender in good faith determines
         that any work or materials do not conform to the approved Plans and
         Specifications or sound building practices, or otherwise depart from
         any of the requirements of this Agreement, Lender may require the work
         to be stopped and withhold disbursements until the matter is corrected.
         In such event, Borrower shall promptly correct the work to Lender's
         satisfaction. No such action by Lender shall affect Borrower's
         obligation to complete the improvements of any phase of construction
         before the dates designated in Paragraph 5.1. Any inspection or
         examination by Lender of books and records of Borrower is for the sole
         purpose of protecting Lender's collateral and preserving Lender's
         rights under this Agreement. No default of Borrower shall be waived by
         any inspection by Lender, and no inspection by Lender shall be
         construed as a representation that there has been or shall be
         compliance with the Plans and Specification or that construction is
         free from defective materials or workmanship.

         5.8 Borrower shall indemnify and hold Lender harmless from and against
         all liabilities, claims, damages, costs and expenses (including, but
         not limited to, reasonable legal fees and costs) arising out of or
         resulting from any defective workmanship or materials occurring in the
         construction of the improvements. Upon demand by Lender, Borrower shall
         defend any action or proceeding brought against Lender alleging any
         defective workmanship or materials, or Lender may elect to conduct its
         own defense at the expense of Borrower. The provisions of this
         Paragraph shall survive the termination of this Agreement and repayment
         of the Loan.

         5.9 If Borrower is a corporation, limited liability company or
         partnership, it shall not amend or modify or permit any amendment or
         modification of, its Articles of Incorporation or its partnership or
         operating agreement during the term of the Loan without the prior
         written approval of Lender.

         5.10 Borrower shall not without the prior written consent of Lender (i)
         commit any default under the terms of the Construction Contract (as
         hereinafter defined), (ii) waive any of the obligations of the
         Contractor thereunder, (iii) do any act which would relieve the
         Contractor from its obligation to construct the improvements according
         to the Plans and Specifications, or (iv) make any amendment to the
         Construction Contract resulting in additional costs which by themselves
         or in conjunction with other amendments exceed the Construction Budget,
         or (v) take any action which would cause the cost of completing
         construction of the improvements to exceed the undisbursed Loan funds
         by a factor of more than ten percent (10.0%).

         5.11 Borrower shall not without the prior written consent of Lender (i)
         commit any default under the terms of the Architect's Contract (as
         hereinafter defined), (ii) waive any of the obligations of Architect
         thereunder, (iii) do any act that would relieve the Architect from its
         obligation thereunder, or (iv) make an amendment to the Architect's
         Contract.

         5.12 Borrower shall obtain such insurance or evidence of insurance as
         Lender may require, including but not limited to, the following:



<PAGE>

                  5.12.1 Title Insurance. An ALTA (or equivalent) mortgagee's
                  title insurance policy in amount, form and substance and
                  written by a title insurance company satisfactory to Lender
                  and insuring the lien of the Security Instrument as a first
                  priority lien on the Premises subject only to the matters
                  listed in Schedule B to the Security Instrument, the original
                  of which policy shall be promptly delivered to Lender. The
                  policy shall contain no exceptions except those approved by
                  Lender and shall include any disbursement protection
                  provisions which Lender may require.

                  5.12.2 An all peril builder's risk and liability insurance
                  policy in an amount, form and substance as Lender may require
                  and with standard noncontributing mortgagee clauses and
                  standard waiver of subrogation clauses shall be promptly
                  delivered to Lender. This insurance shall be issued by such
                  companies as shall be approved by Lender, and the originals of
                  such policies (together with appropriate endorsements thereto,
                  evidence of payment of premiums thereon and written agreement
                  by the insurer or insurers therein to give Lender thirty (30)
                  days' prior written notice of intention to cancel) shall be
                  promptly delivered to Lender. Such insurance coverage shall be
                  kept in full force and effect at all times until construction
                  of the improvements has been completed.

                  5.12.3 An all-risk policy of casualty insurance, and such
                  other hazard insurance as Lender may require, with an agreed
                  amount endorsement, standard noncontributing mortgagee clauses
                  and standard waiver of subrogation clauses. This insurance
                  shall be in such amounts and forms including loss payee and
                  other endorsements issued by such companies as shall be
                  approved by Lender, and the originals of such policies
                  together with appropriate endorsements thereto, evidence of
                  payment of premiums thereon and written agreement by the
                  insurer and insurers therein to give Lender thirty (30) days'
                  prior written notice of intention to cancel) shall be promptly
                  delivered to Lender. This insurance shall be kept in full
                  force and effect at all times thereafter until the Loan has
                  been paid in full.

                  5.12.4 A certificate from an insurance company indicating that
                  Borrower and Contractor are covered (at all times until the
                  Promissory Note has been paid in full) by public liability and
                  workers' compensation insurance and that Lender is named as an
                  additional insured under such policy to the reasonable
                  satisfaction of Lender.

         5.13 Borrower shall cooperate with Lender in obtaining the benefits of
         any insurance or other proceeds lawfully or equitably payable to it in
         connection with the transactions contemplated hereby and shall pay or
         reimburse Lender for any expenses incurred in connection therewith
         (including the expense of an independent appraisal in case of fire or
         other casualty affecting the improvements).

         5.14 Borrower shall use the proceeds of the Loan solely for the purpose
         of paying for the cost of constructing the improvements and the other
         purposes described in this Agreement.

         5.15 Borrower shall pay all of Lender's out-of-pocket costs (including,
         but not limited to, attorneys' fees and legal expenses) pertaining to
         the preparation of the Loan Documents and the closing and
         administration of the Loan. Additional examples of such costs are
         architectural and other consultant fees, survey costs, appraisal costs,
         filing and recording expenses, long distance telephone charges, hand
         delivery and Telefax charges, overnight and other mail charges, and
         similar items.



<PAGE>

         5.16 If and only if so directed by Lender, Borrower shall promptly
         erect and maintain on a suitable site on the Premises a sign approved
         by Lender regarding the financing of improvements to the Property.
         Borrower shall prevent the destruction or removal of such sign without
         the prior written approval of Lender.

         5.17 Borrower shall permit no deviation from the Plans and
         Specifications which by itself or in conjunction with other changes or
         deviations would result in additional costs in excess of the
         construction Budget or cause the cost of completing construction of the
         improvements to at any time exceed the amount of undisbursed Loan funds
         by a factor of more than ten percent (10.0%) without the prior written
         approval of Lender.

         5.18 Borrower shall keep and maintain proper and accurate books,
         records and accounts reflecting all items of income and expense of
         Borrower in connection with the Premises and the construction thereon
         and, upon the request of Lender, shall make such books, records and
         amounts immediately available to Lender for its inspection or
         independent audit.

         5.19 Within twenty (20) days after the end of Borrower's accounting
         period, Borrower shall deliver to Lender audited financial statements
         including its balance sheet and statement of earnings as of the end of
         such period in such detail as Lender may require and all such records
         shall be certified as accurate as of the date specified by Lender.

         5.20 Borrower shall immediately advise Lender in writing if Borrower
         receives any written notice from any laborers, subcontractors or
         materialmen to the effect that such laborers, subcontractors or
         materialmen have not been paid when due for any labor or materials
         furnished in connection with the construction of the improvements.

         5.21 Borrower shall, at Borrower's expense, furnish to Lender copies of
         all environmental assessments, surveys, certificates, Plans and
         Specifications, appraisals, title and other insurance, reports and
         other documents and instruments pertaining to the Premises.

         5.22 Borrower shall provide promptly to Lender at Borrower's expense
         such reports of soil tests of the Property as Lender may hereafter
         request.

         5.23 Borrower and Contractor shall not be entitled to store any
         materials on or adjacent to the Property without first complying with
         all requirements which may be imposed relating to the nature and manner
         of such storage.

         5.24 At the time of the making of any advance hereunder, no Event of
         Default shall have occurred, nor shall any circumstances exist which,
         with the giving of notice or the passage of time, or both, would
         constitute an Event of Default.

         5.25 Borrower and the Property are and shall be in compliance with all
         environmental, health and safety laws, rules and regulations and
         Borrower alone is or shall be subject to any liability or obligation
         for remedial action in the event of any action thereunder. No
         investigation or inquiry by any governmental authority is or shall be
         pending or, to the knowledge of Borrower, threatened against Borrower
         or the Property with respect to any toxic waste, toxic substance or
         Hazardous Material as defined herein. No Hazardous Materials are or
         shall be located on or under Borrower's Property. Borrower has not
         caused or permitted nor shall cause or permit any toxic or hazardous
         waste or substance to be stored, transported, or disposed of on or
         under or released from the Property. The term "Hazardous Materials"
         shall mean any substance, material, or waste which is or becomes
         regulated by any governmental authority including, but not limited to:
         (i) petroleum; (ii) friable or nonfriable asbestos; (iii)
         polychlorinated byphenyls; (iv) those substances, materials or wastes
         designated as a "hazardous substance" pursuant



<PAGE>

         to Section 311 of the Clean Water Act or listed pursuant to Section 307
         of the Clean Water Act or any amendments or replacements to these
         statutes; (v) those substances, materials or wastes defined as a
         "hazardous waste" pursuant to Section 1004 of the Resource Conservation
         and Recovery Act or any amendments or replacements to that statute;
         (vi) those substances, materials or wastes defined as a "hazardous
         substance" pursuant to Section 101 of the Comprehensive Environmental
         Response, Compensation and Liability Act, or any amendments or
         replacements to that statute; or (vii) those substances, materials or
         wastes defined as "hazardous waste" or a "hazardous substance" pursuant
         to applicable state law.

         5.26 Borrower has not violated and shall not violate any federal,
         state, county or municipal statute, regulation or ordinance which may
         materially and adversely affect its respective business operations or
         financial condition or the Property. No event or default (or
         circumstances which, with notice or the passage of time or both, would
         constitute an Event of Default) has occurred or shall occur under this
         Agreement or the Loan Documents.

         5.27 Additional Covenants of Borrower:

6. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender
that:

         6.1 Borrower's social security number or federal taxpayer
         identification number is: 84-1553387.

         6.2 Borrower's Residency. Borrower is [X] an individual(s) and a
         resident of the State of Colorado [X] a Corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Colorado and licensed to conduct business in all of the jurisdictions
         in which its business is conducted.

         6.3 Borrower's chief executive office, chief place of business, office
         where his business records are located, or residence is the address
         identified on page one of this Agreement. Borrower's other executive
         offices, places of business, locations of its business records, or
         domiciles are described on Schedule D attached hereto and incorporated
         herein by this reference. Borrower shall immediately advise Lender in
         writing of any change in or addition to the foregoing addresses.

         6.4 Borrower shall not become a party to any restructuring of its
         business or participate in any consolidation, merger, liquidation or
         dissolution without providing Lender with thirty (30) days prior
         written notice thereof.

         6.5 Borrower shall notify Lender of the nature of any intended change
         of Borrower's name, or the use of any trade name, and when such change
         or use shall become effective.

         6.6 Borrower possesses and shall possess good and marketable title to
         the Property and any and all improvements thereon free and clear of all
         liens and encumbrances except for the lien for general real estate
         taxes for the current calendar year, the lien and security interest
         belonging to Lender and any permitted mortgages or deeds of trust and
         any other permitted exceptions to title as described in Schedule B
         hereto.

         6.7 All tax returns and reports of the Borrower required by law to be
         filed have been duly filed, and all taxes, assessments, and other
         governmental charges upon Borrower or upon its properties or assets or
         income which are due and payable have been paid and shall continue to
         be so paid.



<PAGE>

         6.8 All financial statements previously delivered to Lender by Borrower
         and the Guarantors are true and correct in all respects, have been
         prepared in accordance with generally accepted accounting principles
         and accurately represent the financial condition of Borrower and the
         Guarantors as of the respective dates thereof. No materially adverse
         change has occurred in the financial condition reflected in any such
         financial statements since the respective dates hereof, and no
         additional borrowings have been made by Borrower since that date
         thereof other than this Loan.

         6.9 Borrower and Contractor have entered into a contract ("Construction
         Contract") whereby Contractor has agreed to construct the improvements
         in accordance with the Plans and Specifications and to pay for all
         labor and materials used in connection with such construction, and (i)
         Lender has been provided a copy of the Construction Contract and any
         amendments or modifications thereto, (ii) there are in existence no
         defaults or grounds for default thereunder, (iii) the Construction
         Contract is in full force and effect, and (iv) Contractor has obtained
         all necessary building permits.

         6.10 Borrower and Architect have entered into a contract ("Architect's
         Contract") relating to the design, construction, supervision of work on
         and inspection of the improvements, and (i) Lender has been provided
         with a copy of the Architect's Contract and any amendments or
         modifications thereto, (ii) there are in existence no default or
         grounds for default thereunder, and (iii) the Architect's Contract is
         in full force and effect.

         6.11 The Loan Documents are in all respects the legal, valid, binding
         and enforceable obligation of the Borrower in accordance with their
         respective terms and conditions, and grant Lender a duly perfected
         first lien on and security interest in the Premises.

         6.12 No chattel mortgage, bill of sale, security agreement, financing
         statement or other title retention agreement (except those executed in
         favor of Lender) has been or shall be executed with respect to any
         personal property, chattel or fixture used in conjunction with the
         construction, operation or maintenance of the improvements without the
         prior written consent of Lender.

         6.13 All public utility services necessary for the construction of the
         improvements and the operation thereof for their intended purposes are
         available within the boundaries of the Property, including water
         supply, storm and sanitary sewer facilities, and natural gas, electric
         and telephone facilities.

         6.14 The Premises are not now damaged or injured as a result of any
         fire, explosion, accident, flood or other casualty.

         6.15 Any brokerage commissions due in connection with the purchase by
         Borrower of the Property have been paid in full, and any such
         commissions coming due in the future shall be promptly paid by
         Borrower. Borrower shall indemnify and hold Lender harmless from any
         liability, claim or loss, including attorney's fees and legal expenses,
         arising by reason of the claim of any person for any such brokerage
         commissions. This provision shall survive the repayment of the Loan
         made in connection herewith and shall continue in full force and effect
         so long as the possibility of such liability, claim or loss exists.

         6.16 Notwithstanding any provision of any document or agreement
         pursuant to which Borrower is formed or any provision of any other
         agreement to which Borrower may be or become a party, until all of
         Borrower's indebtedness to Lender under the Loan Documents has been
         paid in full, Borrower shall make no disbursement of funds from the
         rental or sale of any part of the Premises to any of Borrower's
         officers, stockholder or similar persons or to any other person,
         whether by way of debt repayment, return of capital, dividend,
         distribution of income or otherwise, without the prior written consent
         of Lender.



<PAGE>

         6.17 Borrower has the right and is duly authorized to execute, enter
         into and perform its obligations under the Construction Contract,
         Architect's Contract, the Agreement and the other Loan Documents.
         Borrower's execution and performance of its obligations under the
         Construction Contract, this Agreement and the other Loan Documents does
         not and shall not conflict with the provisions of any statute,
         regulation, ordinance, rule of law, contract or other agreement which
         may now or hereafter be binding on Borrower.

         6.18 No action or proceeding is or shall be ________ or threatened
         against Borrower or which affect the Premises that might result in any
         material or adverse change in Borrower's business operations or
         financial condition or materially affect the Premises.

         6.19 Borrower has not violated and shall not violate any applicable
         federal, state, county or municipal statute, regulation or zoning or
         other ordinance, any environmental laws, or any land use laws which
         might materially and adversely affect its business operations or
         financial condition or the Premises.

         6.20 Borrower represents that construction of the improvements to the
         Premises has not yet begun as of the effective date of this Agreement.

         6.21 The foregoing representations and warranties will be true at the
         date of the first disbursement and at the dates of all subsequent
         disbursements of the Loan proceeds.

7. EVENTS OF DEFAULT. Borrower shall be in default under this Agreement and the
other Loan Documents if:

         7.1 Borrower or any Guarantor fails to pay any amount under the
         Agreement or other Loan Documents or any other indebtedness to Lender
         when due;

         7.2 Borrower or any Guarantor fails to perform any obligation or
         breaches any warranty or covenant to Lender contained in this
         Agreement, the other Loan Documents, or any other present or future
         agreement.

         7.3 Borrower or any Guarantor provides or causes any false or
         misleading signature or representation or warranty to be provided to
         Lender.

         7.4 Borrower or any Guarantor allows or causes the Premises to be
         damaged, destroyed, lost or stolen in any material respect;

         7.5 Construction of the improvements is halted prior to the Completion
         Date for any period of twenty (20) consecutive days for any cause;

         7.6 Construction of the improvements is abandoned or is not completed
         on or before the Completion Date for any cause;

         7.7 Any lien for labor, services, materials or otherwise is filed
         against the Premises;

         7.8 Lender believes in good faith that the financial condition of
         Borrower or any Guarantor has undergone a material adverse change or
         that the prospects for the successful and profitable sale of the
         improvements upon completion have materially declined;

         7.9 Without first having obtained the written consent of Lender,
         Borrower transfers, sells, conveys, encumbers or assigns all or any
         portion of the Premises;



<PAGE>

         7.10 If Borrower is a corporation, partnership, limited liability
         company or joint venture, the controlling interest in Borrower or any
         constituent entity thereof is transferred, sold or assigned without the
         prior written approval of Lender.

         7.11 If the improvements are partially or totally damaged or destroyed
         by fire or any other cause and Lender believes in good faith that the
         improvements shall not be completed on or before the Completion Date;

         7.12 Any Guarantor seeks to revoke, terminate or otherwise limit its
         liability to Lender;

         7.13 Any litigation is filed against Borrower or any Guarantor with
         respect to the Premises which, if adversely determined, could
         materially impair their abilities to perform their respective
         obligations under the Loan Documents or impair the value of the
         Premises;

         7.14 Borrower or any Guarantor permits the entry or service of any
         garnishment, judgment, tax levy, attachment or lien against them or any
         Guarantor, or any of their property;

         7.15 Borrower or any Guarantor dies, becomes legally incompetent, is
         dissolved or terminated, ceases to operate its business, becomes
         insolvent, makes an assignment for the benefit of creditors, or becomes
         the subject of any bankruptcy, insolvency or debtor rehabilitation
         proceeding;

         7.16 Borrower or any Guarantor causes Lender to deem itself insecure in
         good faith for any reason; or

         7.17 Lender reasonably believes that one or more Events of Default
         described in this Paragraph 7 have occurred and Borrower, after the
         Lender's request, fails to provide evidence reasonable satisfactory to
         Lender that such Event or Events of Default have not, in fact,
         occurred.

8. RIGHTS OF LENDER ON EVENT OF DEFAULT. Upon the occurrence of an Event of
Default under this Agreement, Lender shall be entitled to exercise one or more
of the following remedies without notice or demand;

         8.1 To exercise any of the remedies described in this Agreement or the
         other Loan Documents;

         8.2 To declare the Promissory Note to be, and the Promissory Note shall
         thereafter become, forthwith due and payable without presentment,
         demand, protest, notice of intent to accelerate, notice of acceleration
         or other notice of any kind, all of which are hereby expressly waived;

         8.3 To terminate the agreements of the Lender to extend credit of any
         kind hereunder, whereupon the commitment and obligation of the Lender
         to make disbursements or make loans hereunder shall terminate;

         8.4 To enter into possession of the Premises and take all actions
         necessary in its judgment to complete construction of the improvements
         in accordance with the Plans and Specifications. Lender shall also have
         the right to make changes in the Plans and Specifications, work or
         materials as it may deem appropriate and to enter into, modify or
         terminate any contractual arrangements, subject to Lender's right at
         any time to discontinue work without liability. Such action shall be
         taken at the sole risk, cost and expense of Borrower. Lender shall not
         assume liability to Borrower or any other person or entity for
         completing the improvements or for the manner of quality of
         construction of



<PAGE>

         the improvements. Borrower irrevocably appoints Lender as its
         attorney-in-fact, with full power of substitution, to complete the
         improvements, at the option of Lender, in Borrower's name. Lender shall
         have the right to disburse any portion of the Loan not previously
         disbursed, and to use any other funds of Borrower, including any funds
         held in escrow accounts, to the extent necessary or desirable to
         complete or finish construction of the improvements and to pay,
         compromise or settle all existing or future bills and claims that are
         or may be or become liens against the Premises, or may be necessary or
         desirable for the completion of the improvements or the clearance of
         title to the Premises. All sums expended by Lender in completing
         construction shall be considered to have been disbursed to the
         Borrower, and Borrower and all Guarantors shall be liable therefore.
         Such sums shall be secured by the Security instrument, Security
         Agreement and any other documents securing the Loan. In the event such
         sums exceed the principal amount of the Promissory Note, the amount of
         the excess funds shall be considered to be an additional Loan to
         Borrower bearing interest at the rate provided in the Promissory Note
         and shall be secured by the Security Instrument, Security Agreement and
         any other documents securing the Loan; and

         8.5 To exercise all other rights available to Lender under any other
         written agreement or law or in equity.

Lender's rights are cumulative and may be exercised together, separately, and in
any order. Lender may, at its option, appoint a receiver without bond, without
first bringing suit on Borrower's obligations and without meeting any statutory
conditions regarding receivers, it being intended that Lender shall have this
contractual right to appoint a receiver.

9. ASSIGNMENT OF CONTRACTS TO LENDER. Borrower hereby conditionally assigns to
Lender all of its interest in and to the Plans and Specifications along with all
studies, data and drawings prepared by or for Borrower and the contracts and
agreements relating to the Plans and specifications or to the construction of
the improvements. Lender shall not assume any obligations under such contracts
and agreements unless it agrees otherwise in writing. Lender shall have the
right to take over and use at any time the labor, materials, supplies and
equipment contracted for, by or on behalf of Borrower, including such equipment
and supplies that have theretofore been delivered to the Premises or stored in
any facility or incorporated into the improvements, all in the sole and absolute
discretion of the Lender.

10. ACTIONS. Lender shall have the right, but not the obligation, to commence,
appear in and defend any action or proceeding which might affect the Premises or
its rights, duties or liabilities under this Agreement or the other Loan
Documents. Borrower shall reimburse Lender upon demand for Lender's
out-of-pocket costs, expenses and legal fees and disbursements incurred in those
actions or proceedings.

11. APPLICATION OF PAYMENTS. Whether or not a default has occurred under this
agreement, all payments made by or on behalf of Borrower and all credits due to
Borrower from the disposition of the Premises or otherwise may be applied
against the amounts paid by Lender (including attorneys' fees and legal
expenses) in connection with the exercise of its rights or remedies described in
the Agreement and any interest thereon and then to the payment of the Borrower's
Obligations to Lender under the Loan Documents in whatever order Lender chooses.

12. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Borrower shall reimburse
Lender for all amounts (including attorneys' fees and legal expenses) expended
by Lender in the performance of any action required to be taken by Borrower or
the exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower or the highest rate described in any
promissory note or credit agreement executed by Borrower or the highest rate
allowed by law from the date of payment until the date of



<PAGE>

reimbursement. These sums shall be payable upon demand and shall be secured by
the liens and security interests described in the Agreement and the other Loan
Documents.

13. TERMINATION. This Agreement shall survive the making of the Loan and shall
remain in full force and effect until Lender provides Borrower with written
notice of the termination hereof.

14. ASSIGNMENT. Borrower shall not be entitled to assign any of its right,
remedies or obligations described in this Agreement without the prior written
consent of Lender which may be withheld by Lender in its sole discretion. Lender
shall be entitled to assign some or all of its rights and remedies described in
this Agreement without notice to or the prior consent of Borrower or any third
party in any manner.

15. MODIFICATION AND WAIVER. The modification or waiver of any of Borrower's
obligations or Lender's rights under this Agreement or the other Loan Documents
must be contained in writing signed by Lender. Lender may perform any of
Borrower's obligations or delay or fail to exercise any of its rights without
causing a waiver of those obligations or rights. A waiver on one occasion shall
not constitute a waiver on any other occasion. Borrower's obligations under this
Agreement and the other Loan Documents shall not be affected if Lender amends,
compromises, exchanges, fails to exercise, impairs or releases any of the
obligations belonging to any Borrower or Guarantor or any of its rights against
any Borrower, Guarantor or collateral.

16. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to
the benefit of Borrower and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

17. NOTICE. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.

18. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the rest of the Agreement shall remain valid.

19. APPLICABLE LAW. This Agreement shall be governed by the laws of the state
where the real property is located. Unless applicable law provides otherwise,
Borrower consents to the jurisdiction of any court selected by Lender in its
discretion located in that state.

20. COLLECTION COSTS. To the extent permitted by law, Borrower agrees to pay
Lender's reasonable fees and costs, including but not limited to fees and costs
of attorneys and other agents (including without limitation, paralegals, clerks
and consultants), which are incurred by Lender in collecting any amounts due or
enforcing any right or remedy under this Agreement or any other agreement
between Borrower and Lender, all whether or not suit is brought and including
but not limited to fees and costs incurred on appeal, in bankruptcy, and for
post-judgment collection actions, and whether or not any attorney is an employee
of Lender.

21. MISCELLANEOUS. Borrower and Lender agree that time is of the essence.
Borrower waives presentment, demand for payment, notice of dishonor and protest
except as required by law. All references to Borrower in the Agreement shall
include all persons signing herein. If there is more than one Borrower, their
obligations shall be joint and several. This Agreement represents the complete
and integrated understanding between Borrower and Lender regarding the terms
hereof.

22. RIGHTS OF THIRD PARTIES. All conditions of the obligations of Lender
hereunder, including the obligation to make advances, are imposed solely and
exclusively for the benefit of Lender and its successors and assigns, and no
other person shall have standing to require



<PAGE>

satisfaction of such conditions in accordance with their terms or be entitled to
assume that Lender will refuse to make advances in the absence of strict
compliance with any or all thereof. No other person shall, under any
circumstance, be deemed to be a beneficiary of such conditions, any or all of
which may be freely waived in whole or in part by quality of the construction by
Borrower of the improvements or the absence therefrom of defects. In this
connection Borrower agrees to indemnify Lender from any liability, claims or
loss resulting from the disbursement of the Loan proceeds or from the condition
of the Premises, whether related to the quality of construction or otherwise and
whether arising during or after the term of the Loan. This provision shall
survive the repayment of the Loan and shall continue in full force and effect so
long as the possibility of such liability, claim or loss exists.

23. JURY TRIAL WAIVER. BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS AGREEMENT.

24. ADDITIONAL TERMS:


BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS AND AGREES TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT.

Dated: July 5, 2002

                                       LENDER: FIRSTBANK OF TECH CENTER

                                       By: /s/ Rick B. Bruno
                                          -------------------------------
                                       Rick B. Bruno
                                       Senior Vice President

BORROWER: AspenBio, Inc.               BORROWER: Roger D. Hurst

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




<PAGE>

CONSTRUCTION LOAN AGREEMENT


SCHEDULE A

The following described real property located in the County of Douglas, State of
Colorado:

LOT 1, BROOKSIDE BUSINESS CENTER FILING NO. 5, COUNTY OF DOUGLAS, STATE OF
COLORADO.



<PAGE>

FirstBank of Tech Center
5105 South DTC Parkway
Greenwood Village, CO 80111
(303)694-1000 "Lender"

"Borrower"

AspenBio, Inc.
Roger D. Hurst
8100 Southpark Way Bldg. B-1
Littleton, CO 80120
(303) 794-2000

<Table>
<Caption>
    Officer         Interest        Principal         Funding         Maturity       Customer          Loan
Identification        Rate           Amount            Amount           Date          Number          Number
<S>                 <C>           <C>                 <C>             <C>          <C>                <C>
RBB                 Variable      $3,250,000.00       07/05/02        07/01/03      ###-##-####       8925542
</Table>

ADDRESS OF REAL PROPERTY SECURING THE LOAN:

Vacant Land
Castle Rock, CO 80104


                     ADDENDUM TO CONSTRUCTION LOAN AGREEMENT

                           (COMMERCIAL PURPOSE LOANS)

This Addendum supplements and modifies the Construction Loan Agreement (the
"Agreement") executed in connection with the loan described above (the "Loan").
Capitalized words and phrases in this Addendum shall have the same meanings and
definitions as described in the Agreement.

1. Loan Administration Procedures:

         1.1 Before the first draw under the Loan, Borrower shall complete and
deliver to Lender a construction budget in a form and substance which is
acceptable to Lender. The construction budget shall indicate a schedule of
values allocated to various portions or phases of the construction project. The
construction budget shall be used by Lender to review each draw request
("application for payment") of Borrower.

         1.2 Not more than once per month, Borrower shall submit to the Lender
an itemized application for payment completed in accordance with the schedule of
values, certifying that the labor and materials therein itemized were furnished
in the construction of the improvements, and in accordance with the construction
contract plans and specifications. Such application for payment shall not
include a request for payment of any amounts Borrower does not intend to pay
because of a dispute or other reason. The application for payment shall be
accompanied by Borrower's certificate that all laborers and material suppliers
involved in the construction of the improvements through the date of the
application for payment have been paid in full other than the items in the
application for payment. Each application for payment shall be accompanied by
bills for material and labor included in the application for payment. Lender may
impose a fee for each draw request which exceeds the maximum number identified
above in any monthly period. This fee shall be imposed for each excess draw
request and may be charged against the Loan. The amount of the fee shall be
$50.00.



<PAGE>

         1.3 The application for payment will constitute a representation by
Borrower that the construction of the improvements has progressed to the point
as therein indicated, and that the quality of the work is in accordance with the
plans and specifications. The application for payment will further constitute a
representation that the persons listed in the application for payment are
entitled to payment in the amount certified.

         1.4 Borrower will indemnify and save Lender harmless from any and all
claims, suits, demands or loss arising by reason of any forged, missing or
defective (for whatever reason) signature or endorsement on any check drawn
against the construction loan account. Without waiving the foregoing right of
indemnity and without imposing any requirement or duty on Lender, Lender may
institute such procedures as it desires, to verify endorsements and signatures
on checks drawn against the construction loan account.

         1.5 Upon request, Borrower shall deliver to Lender all reports and
documents which are in the possession of Borrower and which affect the Property
or the Improvements in any fashion including, but not limited to, soils reports,
outstanding leases or possessory agreements, easement agreements, surveys,
environmental reports, and permits.

         1.6 Without written consent of bank, Borrower shall not be entitled to
receive any advances or disbursements under the Loan to pay for materials which
have not been incorporated into the Improvements.

         1.7 Lender may use Loan proceeds to pay fees, release or discharge
prior encumbrances affecting the Property, and pay any other sums or obligations
which may be owing from time to time by Borrower or Guarantor to Lender with
respect to the Loan.

         1.8 Lender shall not be obligated to disburse funds from the Loan if
Lender (a) discovers Contractor has varied the construction of the Improvements
from the Plans and Specifications in a manner which Lender has not approved or
which Lender deems to be material, or (b) discovers or learns of defective work
or materials upon the Premises which have not been properly remedied.

         1.9 In the event Borrower or Contractor encounter any unanticipated
soils, excavation or construction problems of a material nature during the
course of construction of the Improvements, Borrower shall immediately report
the relevant facts to Lender. After investigation, Lender may require Borrower
to take remedial steps, at the expense of Borrower, to the extent determined
necessary by Lender in order to correct or compensate for the problem. This may
include, among other things, a requirement that Borrower deposit additional
funds into the construction Loan Account in an amount which Lender may determine
is appropriate to cover added costs and expenses which could reasonably result
from this problem.

         1.10 Lender may refuse to honor any request for an advance or
disbursement under the Loan (or any portion thereof) which in the judgment of
Lender fails to set forth in reasonable detail the costs to be paid or which
exceeds, with respect to any item or category of work or expense, the amount
shown in the construction budget previously approved by Lender for expenditure
in connection with such item or category of work or expense.

         1.11 If Lender deems it appropriate, Lender shall have the right to
employ security personnel, at Borrower's expense, to protect the Property and
the improvements at any time during the course of construction.

         1.12 [ ] If checked, Borrower has established and will maintain with
Lender a construction loan deposit account (No. _____________________________)
in the name of Borrower. This account will be utilized for disbursements under
the Loan upon the presentation to Lender of applications for payment. In the
event Lender is satisfied that an application for



<PAGE>

payment is in proper form and that Borrower is in compliance with this
Agreement, Lender will disburse the appropriate amount into the account.
Borrower shall promptly draw checks upon the account to pay the amounts due as
shown in the application for payment. Borrower shall not draw any check or
permit any payment to be made from the account for any purpose other than to
satisfy payment obligations as described in the application for payment. All
checks drawn upon the account by Borrower shall contain acceptable lien waiver
language and shall be delivered to Lender along with related invoices and other
records as required by Lender. Borrower shall also deliver mailing envelopes to
Lender which have been addressed and stamped and which will be used to mail the
checks to the persons or entities described in the application for payment.

2. Additional Covenants of Borrower:

         2.1 Prior to the execution of this Agreement, Borrower shall provide
Lender with a Survey of the Property satisfactory to Lender and its counsel.
This survey shall be certified to the title company and to Lender. Upon
completion of the foundations, Borrower shall provide Lender with a revised
survey showing the locations of the foundations as being entirely within the
applicable lot lines and with no encroachments upon the lot or any adjoining
lot. The surveyor shall also certify in the revised survey that the setbacks are
in conformity with the applicable zoning restrictions. All surveys shall be
provided at the cost of Borrower.

         2.2 Without the prior written consent of Lender, Borrower shall not (i)
commit any default under the terms of the Contractor's Contract, (ii) waive any
of the obligations of Contractor thereunder, (iii) do any act which would
relieve Contractor from its obligations thereunder, or (iv) make an amendment to
the Contractor's Contract.

         2.3 Any soils report, environmental report or assessment, engineering
report or any other report concerning the Property or the Premises which is
furnished to Lender under this Agreement or at its request shall be acceptable
in form and substance to Lender and its counsel.

         2.4 Borrower will at all times require Contractor to comply with all
applicable building code and zoning regulations as well as any recorded
declaration or covenants and restrictions which may affect the Property or the
construction of the improvements.

         2.5 Borrower will not enter into possession of the Improvements until
the full construction contract price has been paid to Contractor and a full lien
release has been executed by Contractor and delivered to Lender.

         2.6 Only licensed contractors and subcontractors shall be permitted
upon the Premises during construction of the improvements, and all work upon the
Premises shall be performed only by licensed contractors and subcontractors.

3. Additional Representations and Warranties of Borrower:

         3.1 As of the date of this addendum and the Agreement, and other than
has already been disclosed to Lender in writing, no materials have been
delivered and no labor has been performed with respect to the construction of
the Improvements. In addition, none of these activities shall take place until
Lender has consented to the commencement of construction and has recorded its
deed of trust encumbering the Property and perfected its other collateral
documents. With respect to any work or materials furnished prior to the date of
this addendum or the Agreement, Borrower shall promptly furnish Lender with
executed lien releases for such work and materials in a manner and form as
Lender may direct.

         3.2 All public utility services necessary for the construction of the
Improvements are available at or in close proximity to the boundaries of the
Property.



<PAGE>

4. Collateral Requirements:

         4.1 The construction loan account is hereby irrevocably assigned to
Lender as additional security for the repayment of all amounts disbursed by the
Lender and any amounts due under the note.

         4.2 As additional collateral for the Loan, Borrower agrees that any
collateral which secures any other commercial loan now or hereunder made to
Borrower or Guarantor by Lender or any of its affiliates shall also secure this
Loan.

5. Default and Remedies:

         5.1 In addition to the events of default described in Section 7 above,
Borrower shall be in default under this Agreement and the other Loan Documents
if Borrower or any Guarantor becomes in default under any other obligation or
indebtedness to Lender or any affiliate of Lender.

         5.2 If there is a default under this Agreement or any of the Loan
Documents, such event of default shall constitute a default under any other
commercial loans now or hereafter made by Lender or any of its affiliates to
Borrower or Guarantor.

6. Miscellaneous:

         6.1 Any brokerage commissions due in connection with the purchase of
the Property have been or will be paid in full to the seller of the Property.
Borrower agrees to Indemnify Lender from any liability, claim or loss, including
attorney's fees and costs, arising by reason of the claim of any person for any
such brokerage commissions. This provision shall survive the repayment of the
Loan and shall continue in full force and effect so long as the possibility of
such claim or loss exists.

         6.2 Lender may disclose to any participants or prospective purchasers
or assignees of this Loan any information or data which Lender deems material
and which may relate to Borrower or Guarantor.

         6.3 Any notice pursuant to this Agreement shall be deemed to have been
given when presented personally, when deposited in the United States Mail (by
registered or certified mail) or sent by facsimile transmission to any of the
parties at the addresses and facsimile numbers maintained by Lender in its
records.

BORROWER, ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS AND AGREES TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT.

DATED: July 05, 2002                   LENDER: FirstBank of Tech Center

                                       By: /s/ Rick B. Bruno
                                          --------------------------------------
                                          Rick B. Bruno
                                          Senior Vice President

BORROWER: AspenBio, Inc.               BORROWER: Roger D. Hurst

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18(A)
<SEQUENCE>5
<FILENAME>d95933a2exv10w18xay.txt
<DESCRIPTION>6% CONVERTIBLE PROMISSORY NOTE
<TEXT>
<PAGE>
                                                                EXHIBIT 10.18(a)

THE SECURITIES REPRESENTED BY THIS NOTE AND ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES
LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF
INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER
ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUED
UPON EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED, NOR MAY
THIS NOTE BE EXERCISED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE
PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT.



                                 ASPENBIO, INC.

                         6% CONVERTIBLE PROMISSORY NOTE


$500,000 U.S.                                                       JULY 5, 2002

         FOR VALUE RECEIVED, ASPENBIO, INC., a Colorado corporation (the
"COMPANY"), hereby promises to pay to the order of MICHAEL S. SMITH, an
individual (the "HOLDER"), in lawful money of the United States at the address
of Holder set forth below, the principal amount of $500,000, together with
Interest (as hereinafter defined), which such Interest shall accrue from the
date hereof until the date of payment in full of the aggregate principal amount
of this Note or the conversion of this Note pursuant to the terms hereof.

         This Note is intended to provide Company (a) cash for a liquid asset
accounting containing $350,000 (the "ACCOUNT") at FirstBank of Tech Center (the
"BANK"), and (b) $150,000 for general operating expenses. The Account shall
serve as collateral (the "COLLATERAL") for Company's construction loan, which it
is obtaining from the Bank (the "CONSTRUCTION LOAN") for the construction of a
building located at the Southwest Terminus of South Perry Street, Castle Rock,
Colorado (the "BUILDING").

         This Note has been executed by Company on the date set forth above (the
"EFFECTIVE DATE").

         1. Interest. Except as otherwise provided herein, interest shall accrue
on the outstanding principal amount of this Note at the rate of 6% per annum,
calculated on the basis of the number of days elapsed in a 360-day year. Upon
the occurrence of an Event of Default and for so long as such Event of Default
continues, Interest shall accrue on the outstanding principal amount of this
Note at the rate per annum of the lower of 18% or the maximum rate of interest
permissible under any applicable law at any time (the "DEFAULT INTEREST RATE").
The term "INTEREST" shall include both the 6% per annum and the Default Interest
Rate.

         2. Maturity. Unless this Note is earlier converted into shares of the
Company's Common Stock (as defined herein), the principal of and accrued
Interest on this

<PAGE>

Note is due and payable in a single lump sum payment on the earliest to occur of
(collectively, the "MATURITY DATE"):

            2.1. the 12 month anniversary of the Effective Date; or

            2.2. (i) upon the Bank's release of the entire Account and
Collateral or (ii) upon the closing of a permanent loan to take out the
Construction Loan, provided that in no event shall the Maturity Date occur prior
March 31, 2003, unless Holder consents in writing (which consent may be withheld
in Holder's sole discretion);

provided, however, that upon the occurrence of an Event of Default (as
hereinafter defined), all unpaid principal and accrued Interest on this Note
shall immediately become due and, in the case of an Event of Default described
in Sections 11.1 or 11.2 payable upon the written demand of Holder and, in the
case of an Event of Default described in Section 11.3, without any action by
Holder. Upon payment in full of all principal and Interest payable hereunder,
this Note shall be surrendered to Company for cancellation.

         3. Application of Payments.

            3.1. Except as otherwise expressly provided herein, each payment of
outstanding principal amount and Interest on this Note shall be applied (i)
first to the repayment of any sums incurred by Holder for the payment of any
expenses in enforcing the terms of this Note, (ii) then to the payment of
Default Interest, (iii) then to the payment of Interest, and (iv) then to the
reduction of the principal.

            3.2. Upon payment in full of the principal of, and accrued and
unpaid Interest on, this Note, this Note shall be marked "Paid in Full" and
returned to Company.

         4. Prepayment. This Note may be prepaid in part or in full at any time
after March 31, 2003, but not before such date.

         5. Note Conversion.

            5.1. Conversion. At any time on or prior to the Maturity Date,
Holder may elect to convert all, or any part, of the outstanding principal
balance of this Note and all Interest accrued and unpaid thereon into shares of
common stock of the Company (the "COMMON STOCK") at a conversion price per share
of Common Stock of $1.50, as adjusted and readjusted from time to time in
accordance with Section 5.3 (such conversion price, as so adjusted and
readjusted and in effect at any time, being herein call the "CONVERSION PRICE").

            5.2. Conversion Procedure.

                 5.2.1 Notice of Conversion. Holder shall delivered to Company
written notice that Holder is exercising his conversion right pursuant to
Section 5.1 ("CONVERSION NOTICE"). Such Conversion Notice shall set forth (i)
the principal amount of this Note and the amount of accrued Interest that Holder
intends to convert and (ii) the date on which such conversion will occur. All
amounts converted shall be applied first to any accrued, but unpaid Interest,
then to the reduction of principal.


                                       2
<PAGE>

                 5.2.2 Delivery of Stock Certificates. As promptly as
practicable after the conversion of this Note, Company at its expense will issue
and deliver to Holder a certificate(s) for the number of full shares of Common
Stock issuable upon such conversion.

                 5.2.3 Delivery of Replacement Note. Upon the conversion of this
Note, Holder shall surrender this Note, duly endorsed, at the principal office
of Company. If Holder only converts part of the principal amount of this Note,
as promptly as practicable after the conversion of that portion of this Note,
Company at its expense will issue and deliver to Holder a new principal amount
of this Note, Company shall be forever released from all its obligations and
liabilities under this Note.

                 5.2.4 Fractional Shares. No fractional shares of the Company's
Common Stock shall be issued upon conversion of this Note. In lieu of Company
issuing any fractional shares to Holder upon the conversion of this Note, the
number of shares of Common Stock to be issued shall be rounded up to the next
whole number of shares.

            5.3. Adjustment of Conversion Price. The Conversion Price shall be
subject to adjustment from time to time as follows:

                 5.3.1 If Company shall issue any Additional Stock, or rights to
acquire Additional Stock (as hereinafter defined) for a consideration per share
less than the Conversion Price immediately prior to the issuance of such
Additional Stock (the "LOWER PRICE"), the Conversion Price for this Note in
effect immediately prior to each such issuance shall be reduced to the Lower
Price.

                 5.3.2 In the case of the issuance of Common Stock for cash, the
consideration shall be deemed to be the amount of cash paid therefor before
deducting any reasonable discounts, commissions or other expenses allowed, paid
or incurred by Company for any underwriting or otherwise in connection with the
issuance and sale thereof.

                 5.3.3 In the case of the issuance of Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair value thereof as determined in good faith by
the Company's board of directors (the "BOARD OF DIRECTORS").

                 5.3.4 "ADDITIONAL STOCK" shall mean any shares of Common Stock
issued by Company after the Effective Date hereof except:

                       5.3.4.1 Common Stock issued pursuant to a transaction
described in Section 5.3.5;

                       5.3.4.2 400,000 shares of Common Stock issuable to
employees, directors, officers or consultants of Company pursuant to stock
options outstanding on the Effective Date under the 2002 Stock Incentive Plan;

                       5.3.4.3 200,000 shares of Common Stock issuable to
directors of the Company pursuant to stock options outstanding on the Effective
Date;

                       5.3.4.4 830,000 shares of Common Stock issuable pursuant
to warrants outstanding on the Effective Date; or


                                       3
<PAGE>

                       5.3.4.5 up to 5% of the issued and outstanding Common
Stock as of the Effective Date, issued upon approval of the Company's Board of
Directors in connection with any agreement between Company and a third party
regarding such third party's development for or together with or sale to Company
of technology, know-how or intellectual property.

                 5.3.5 In the event Company should at any time or from time to
time after the Effective Date fix a record date for the effectuation of a split
or subdivision of the outstanding shares of Common Stock, declares a dividend or
other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive, directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "COMMON STOCK EQUIVALENTS"), combine its outstanding shares of
Common Stock into a lesser number of shares or issue by reclassification of its
shares of Common Stock any shares of its capital stock, without payment of any
consideration by such holder for the additional shares of Common Stock or the
Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or
the date of such dividend, distribution, split, subdivision, combination or
reclassification if no record date is fixed), the Conversion Price shall be
appropriately adjusted so that the number of shares of Common Stock issuable on
conversion of this Note shall be adjusted in proportion to such change in the
number of outstanding shares.

         6. Unsecured and Subordinated. The indebtedness represented by this
Note is secured pursuant to that Pledge Agreement, dated as of the date hereof,
executed by Company in favor of Holder (the "PLEDGE AGREEMENT").

         7. Waiver of Notice. The Company hereby waives diligence, notice,
presentment, protest and notice of dishonor.

         8. Transfer of this Note or Common Stock on Conversion Hereof. This
Note and the securities into which this Note may be converted may be
transferred, provided that such transfer complies with any applicable securities
laws.

         9. Representations and Warranties of Company.

            9.1. Due Incorporation and Good Standing. Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Colorado, with full and adequate power to carry on and conduct its
business as presently conducted, and is duly licensed or qualified in all
foreign jurisdictions wherein the failure to be so qualified or licensed would
reasonably be expected to have a material adverse effect on the business of
Company.

            9.2. Due Authorization. Company has full right, power and authority
to enter into this Note, to make the borrowings and execute and deliver this
Note as provided herein and to perform all of its duties and obligations under
this Note. The execution and delivery of this Note will not, nor will the
observance or performance of any of the matters and things herein or therein set
forth, violate or contravene any provision of law or Company's bylaws or
articles of incorporation. All necessary and appropriate corporate action on the
part of Company has been taken to authorize the execution and delivery of this
Note.


                                       4
<PAGE>

            9.3. Enforceability. This Note has been validly executed and
delivered by Company and constitutes the legal, valid and binding obligations of
Company enforceable against it in accordance with its respective terms, subject
to applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors' right and to the availability of the
remedy of specific performance.

            9.4. Capitalization. All of Company's authorized and outstanding
equity securities (including securities convertible into equity securities) are
identified in the Company's Form S-1, Registration No. 333-86190, as filed with
the Securities and Exchange Commission on June 6, 2002.

            9.5. Compliance with Laws. The nature and transaction of Company's
business and operations and the use of its properties and assets do not and
during the term of this Note shall not, violate or conflict with in any material
respect any applicable law, statute, ordinance, rule, regulation or order of any
kind or nature.

            9.6. Absence of Conflicts. The execution, delivery and performance
by Company of this Note, and the transactions contemplated hereby, do not
constitute a breach or default, or require consents under, any agreement,
permit, contract or other instrument to which Company is a party, or by which
Company is bound or to which any of the assets of Company is subject, or any
judgment, order, writ, decree, authorization or license to which any Company,
the assets of Company is bound or subject or any rule, regulations or statutes
and will not result in the creation of any lien upon any of the assets of
Company.

            9.7. Issuance Upon Conversion. Company shall reserve an adequate
number of shares of Common Stock for conversion of this Note. Upon conversion of
this Note, the Common Stock shall be validly issued, fully paid and
nonassessable, and Company shall use its reasonable efforts to ensure that the
Common Stock issuable upon conversion of this Note will be issued in accordance
with exemptions under applicable federal and state securities laws.

            9.8. Litigation and Taxes. There is no litigation or governmental
proceeding pending, or to the best knowledge of Company after due inquiry,
threatened, against Company. Company has duly filed all applicable income or
other tax returns and has paid all material income or other taxes when due.
There is no controversy or objection pending, or to the best knowledge of
Company after due inquiry, threatened in respect of any tax returns of Company.

            9.9. Indebtedness; Liens; Material Contracts. Except as set forth in
Schedule 1 attached hereto, (a) Company has incurred no indebtedness, or liens
or encumbrances on any of its assets, other than pursuant to purchase-money
loans or leases in the ordinary course of business, in all cases not exceeding
$50,000 in the aggregate and (b) Company has not entered into any contracts
involving payments of more than $50,000 in the aggregate or that are otherwise
material to Company's business.

            9.10. No Omissions or Misstatements. None of the information
included in this Note or other documents or information furnished or to be
furnished by Company, or any of its representations, contains any untrue
statement of a material fact or is misleading in any


                                       5
<PAGE>
material respect or omits to state any material fact. Copies of all documents
referred to in herein have been delivered or made available to Holder and
constitute true and complete copies thereof and include all amendments,
schedules, appendices, supplements or modifications thereto or waivers
thereunder.

         10. Covenant of Company. If payment for a Cost Overrun (as defined
below) will be satisfied by withdrawal or use of funds from the Account, Company
shall obtain the prior written approval from Holder before allowing or approving
any change orders that would increase the cost of constructing the Building over
the estimated cost of $3,627,199 (a "COST OVERRUN"). Holder agrees to use
commercially reasonable judgment with respect to his decision to approve such
Cost Overruns; provided, however, that if at anytime the Account has less than
$200,000, then Holder's decision to approve such Cost Overruns shall be in his
sole and absolute discretion.

         11. Events of Default. The occurrence of any of following events (each
an "EVENT OF DEFAULT"), not cured in the applicable cure period or grace period,
if any, shall constitute an Event of Default of Company:

             11.1. a material breach of any representation, warranty, covenant
or the other provisions of this Note, which is not cured within 5 days following
notice thereof to Company;

             11.2. the failure to make when due any payment described in this
Note;

             11.3. (i) the application for the appointment of a receiver or
custodian for Company or the property of Company, (ii) the entry of an order for
relief or the filing of a petition by or against Company under the provisions of
any bankruptcy or insolvency law, (iii) any assignment for the benefit of
creditors by or against Company, (iv) Company becomes insolvent; or (v)
Company's default under the Construction Loan.

         12. Miscellaneous.

             12.1. Successors and Assigns. Subject to the exceptions
specifically set forth in this Note, the terms and conditions of this Note shall
inure to the benefit of and be binding upon the respective executors,
administrators, heirs, successors and assigns of the parties.

             12.2. Loss or Mutilation of Note. Upon receipt by Company of
evidence satisfactory to Company of the loss, theft, destruction or mutilation
of this Note, together with indemnity reasonably satisfactory to Company, in the
case of loss, theft or destruction, or the surrender and cancellation of this
Note, in the case of mutilation, Company shall execute and deliver to Holder a
new Note of like tenor and denomination as this Note. Principal is payable only
to the registered Holder of this Note.

             12.3. Titles and Subtitles. The titles and subtitles of the
Sections of this Note are used for convenience only and shall not be considered
in construing or interpreting this agreement.


                                       6
<PAGE>

             12.4. Legend. Any certificate representing shares of Company's
Common Stock issued upon conversion of this Note or otherwise issued hereunder
shall be stamped or otherwise imprinted with a legend substantially in the
following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE
STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF
FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE
1933 ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES AND
THE SECURITIES ISSUED UPON EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED
OR ASSIGNED, NOR MAY THIS NOTE BE EXERCISED, EXCEPT IN A TRANSACTION WHICH IS
EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT.

             12.5. Notices. Any notice, request or other communication required
or permitted hereunder shall be in writing and shall be delivered personally or
by facsimile (receipt confirmed electronically) or shall be sent by a reputable
express delivery service or by certified mail, postage prepaid with return
receipt requested, addressed as follows:

                  if to Company to:

                  AspenBio, Inc.
                  8100 Southpark Way, Building B-1
                  Littleton, Colorado 80120
                  Attn:    Roger D. Hurst
                  Fax:     (303) 794-2000

                  with a copy to:

                  Krendl Krendl Sachnoff & Way PC
                  370 17th Street, Suite 5350
                  Denver, Colorado  80202
                  Telephone:  (303) 629-2600
                  Facsimile :  (303) 629-2606
                  Attention:  Cathy S. Krendl, Esq.

                  and

                  Patton Boggs LLP
                  1660 Lincoln Street, Suite 1900
                  Denver, Colorado  80202
                  Telephone:  (303) 830-1776
                  Facsimile:  (303) 894-9239
                  Attention:  Robert M. Bearman, Esq.


                                       7
<PAGE>

                  if to Holder to:

                  Michael S. Smith
                  c/o The Kaitar Foundation
                  1660 Lincoln St., Suite 1420
                  Denver, CO  80264
                  Fax:     (303) 832-9015

                   with a copy to:

                  Brownstein Hyatt & Farber, P.C.
                  410 Seventeenth Street, 22nd Floor
                  Denver, CO  80202
                  Attn:  Steven Demby. Esq.
                  Fax No.:  (303) 223-0919

Either party hereto may change the above specified recipient or mailing address
by notice to the other party given in the manner herein prescribed. All notices
shall be deemed given on the day when actually delivered as provided above (if
delivered personally or by facsimile, provided that any such facsimile is
received during regular business hours at the recipient's location) or on the
day shown on the return receipt (if delivered by mail or delivery service).

             12.6 Note Holder Not Shareholder. This Note does not confer upon
Holder any right to vote or to consent to or to receive notice as a shareholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the conversion hereof.

             12.7 Governing Law. The terms of this Note shall be construed in
accordance with the laws of the State of Colorado. The jurisdiction and venue
shall be in court situated in the City and County of Denver, Colorado.

             12.8 Waiver and Amendment. Any term of this Note may be amended,
waived or modified with the written consent of Company and Holder of this Note.

             12.9. Remedies; Attorneys Fees. No delay or omission by Holder in
exercising any of its rights, remedies, powers or privileges hereunder or at law
or in equity and no course of dealing between Holder and the undersigned or any
other person shall be deemed a waiver by Holder of any such rights, remedies,
powers or privileges, even if such delay or omission is continuous or repeated,
nor shall any single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise thereof by Holder or the
exercise of any other right, remedy, power or privilege by Holder. The rights
and remedies of Holder described herein shall be cumulative and not restrictive
of any other rights or remedies available under any other instrument, at law or
in equity. If an Event of Default occurs, Company agrees to pay, in addition to
the principal and Interest payable hereunder, reasonable attorneys' fees and any
other costs incurred by Holder in connection with its pursuit of its remedies
under this Note.



                                    * * * * *


                                       8
<PAGE>

         IN WITNESS WHEREOF, Company has caused this Note to be signed in its
name this 5th day of July, 2002.


ASPENBIO, INC.

By:
         -------------------------------
           Name:
                  ----------------------
           Title:
                  ----------------------

<PAGE>

                                   SCHEDULE 1


1.   Promissory Note issued to Roger Hurst, approximate outstanding principal
     amount of $625,000 as of the Effective Date.

2.   Promissory Note issued to Roger Hurst, approximate outstanding principal
     amount of $267,500 as of the Effective Date.

3.   Promissory Note issued to Roger Hurst, approximate outstanding principal
     amount of $29,775 as of the Effective Date.

4.   Equipment Lease with Colorado Business Leasing, approximate outstanding
     principal amount of $150,000 as of the Effective Date.

5.   License Agreement with the University of Wyoming.

6.   License Agreement with the University of Idaho.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18(B)
<SEQUENCE>6
<FILENAME>d95933a2exv10w18xby.txt
<DESCRIPTION>PLEDGE AGREEMENT DATED JULY 5, 2002
<TEXT>
<PAGE>
                                                                EXHIBIT 10.18(b)

                                PLEDGE AGREEMENT


         PLEDGE AGREEMENT (the "AGREEMENT"), dated as of the 5th day of July,
2002 between AspenBio, Inc., a Colorado corporation ("PLEDGOR"), and Michael S.
Smith ("PLEDGEE").

         WHEREAS, Pledgee has loaned to Pledgor $500,000 (the "LOAN") and
Pledgor has executed and delivered to Pledgee a Convertible Promissory Note for
the principal amount of $500,000, dated as of the date hereof (the "NOTE"); and

         WHEREAS, Pledgor is the record and beneficial owner of a liquid asset
account containing $350,000 (the "ACCOUNT") at FirstBank of Tech Center (the
"BANK");

         WHEREAS, the Account serves as first priority collateral for Pledgor's
construction loan in the principal amount of $3,250,000, loan number 8925542,
between Pledgor and the Bank (the "CONSTRUCTION LOAN"), which will be used for
the construction of a building located at the Southwest Terminus of South Perry
Street, Castle Rock, Colorado (the "PROJECT"); and

         WHEREAS, as an inducement to Pledgee to make the Loan, Pledgor has
agreed to execute this Pledge Agreement and, pursuant hereto, to pledge the
Pledged Collateral (as defined below) as security for the prompt payment and
performance of the Pledgor's obligations under the Note (the "OBLIGATIONS");

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

         Section 1. Definitions. Except as otherwise defined in this Agreement,
all capitalized terms used in his Agreement shall have the respective meanings
ascribed to them in the Note.

         Section 2. Pledge of the Pledged Collateral. As security for the due
and timely payment and performance of all of the Obligations, Pledgor hereby
pledges, assigns, hypothecates, delivers, sets over and grants to Pledgee a
second priority lien and security interest in the Account and all interest and
proceeds thereof (the "PLEDGED COLLATERAL") subordinate only to the rights of
the Bank in and to such funds in connection with the Construction Loan.

         Section 3. Delivery of Evidence of Pledge. On the date hereof or upon
the request of Pledgee, Pledgor shall deliver to Pledgee (i) such Uniform
Commercial Code (the "CODE") financing statements, executed by Pledgor and in a
form ready for filing, as may be necessary or desirable to perfect or evidence
the security interests in the Pledged Collateral granted to Pledgee pursuant to
this Agreement, and (ii) satisfactory evidence to Pledgee in its sole discretion
that all other filings, recordings, registrations and other actions Pledgee
deems necessary or desirable to establish, preserve and perfect the security
interests and other rights granted to Pledgee pursuant to this Agreement shall
have been made.

<PAGE>

         Section 4. Event of Default; Power of Attorney.

              a. The occurrence of an Event of Default under the Note or a
default or breach of this Agreement which is not cured within 5 days following
notice thereof to the Pledgor shall constitute an "EVENT OF DEFAULT" under this
Agreement.

              b. In furtherance of the foregoing powers of Pledgee, Pledgor
hereby authorizes and appoints Pledgee (and any officer or agent of Pledgee,
with full powers of substitution) as the true and lawful attorney-in-fact of
such Pledgor, in its name, place and stead to take any and all such action as
Pledgee, in its sole discretion, may deem necessary or appropriate in
furtherance of the exercise of the aforesaid powers. Nothing herein contained,
however, shall be deemed to require or impose any duty upon Pledgee to exercise
any of the rights or powers granted herein.

              c. If Pledgor fails to perform any agreement contained herein,
Pledgee may itself perform, or cause performance of, such agreement, and the
expenses of Pledgee incurred in connection therewith shall be payable by Pledgor
in accordance with Section 11 hereof.

              d. The foregoing rights and powers granted to Pledgee, and the
foregoing power of attorney, shall be fully binding upon any Person who shall
acquire any beneficial interest in any of the Pledged Interests.

         Section 7. Remedies Upon Default. Upon any Event of Default:

              a. Pledgee may, without any notice to Pledgor of the occurrence of
an Event of Default, exercise in respect of the Pledged Collateral, in addition
to the other rights and remedies provided for herein or otherwise available to
Pledgee, all the rights and remedies of a secured party under the Code in effect
at that time, and Pledgee may also, without notice except as specified below,
sell the Pledged Collateral or any part thereof in one or more parcels at public
or private sale, at any exchange, broker's board or at any of Pledgee's offices
or elsewhere, for cash, on credit or for future delivery, and upon such other
terms as Pledgee may deem commercially reasonable. Pledgor agree that, to the
extent notice of sale shall be required by law, at least five (5) business days
notice to Pledgor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification.
Pledgee shall not be obligated to make any sale of Pledged Collateral regardless
of notice of sale having been given. Pledgee may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it
was so adjourned.

              b. Pledgee may transfer all or any part of the Pledged Collateral
into Pledgee's name or the name of its nominee or nominees.

              c. Any Pledged Collateral or proceeds thereof held by Pledgee as
Pledged Collateral and all proceeds thereof received by Pledgee in respect of
any sale of, collection from or other realization upon all or any part of the
Pledged Collateral may, in the discretion of Pledgee, be held by Pledgee as
collateral for, or then or at any time thereafter, be applied (after payment of
any amounts payable to Pledgee pursuant to Section 11 hereof), in whole or in
part by Pledgee for the benefit of Pledgor, against all or any part of the
Obligations and in such order as Pledgee shall elect. Any surplus of such
Pledged Collateral or proceeds thereof held by Pledgee and remaining after
payment or satisfaction in full of all of the Obligations and the


                                       2
<PAGE>

expenses referred to in Section 11 hereof shall be delivered or paid over to
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

              d. Each right, power and remedy of Pledgee provided for in this
Agreement or the Note or now or hereafter existing at law or in equity or by
statute shall be cumulative and concurrent and shall be in addition to every
other such right, power or remedy. The exercise or beginning of the exercise by
Pledgee of any one or more of the rights, powers or remedies provided for in
this Agreement or the Note or now or hereafter existing at law or in equity or
by statute or otherwise shall not preclude the simultaneous or later exercise by
Pledgee of all such other rights, powers or remedies, and no failure or delay on
the part of Pledgee to exercise any such right, power or remedy shall operate as
a waiver thereof.

         Section 8. Covenants, Representations and Warranties. In connection
with the transactions contemplated by this Agreement, and knowing that Pledgee
is and shall be relying hereon, the Pledgor hereby covenants, represents and
warrants that:

              a. it is a duly formed corporation under the laws of the State of
Colorado, validly existing and in good standing under the laws of the State of
Colorado, and has full power and authority to execute this Agreement and to
perform the obligations and carry out the duties imposed upon it by this
Agreement.

              b. The execution and delivery of this Agreement by Pledgor, and
the performance and consummation of the transaction contemplated hereby on the
part of Pledgor (i) do not and will not conflict with, violate, or constitute a
default (or a condition or event which, after notice or lapse of time or both,
would constitute such a default) under any provision of the organizational
documents of Pledgor or any contractual obligation of Pledgor including, without
limitation, any obligations in connection with the Construction Loan; (ii) does
not and will not require the consent or approval of any governmental authority
or other person or entity except for consents and approvals already obtained.

              c. Pledgor is, and at all times will be, the only record and
beneficial owner of the Pledged Collateral, and Pledgor has not and shall not
assign or otherwise encumber any portion or all of the Pledged Collateral to or
for the benefit of any other party or consent or agree to the taking of any
action by any third party, other than the first priority pledge to the Bank
under the Construction Loan.

              d. Pledgor is not in default under the Construction Loan and
Pledgor is not aware of any event or circumstance which, with the passage of
time or delivery of notice, shall constitute a default under the Construction
Loan. Pledgor shall not create, permit or suffer to be created or permitted any
default under the Construction Loan and shall make all payments due thereunder,
whether at maturity or otherwise, in a timely manner.

              e. Pledgor shall not withdraw any funds from the Account prior to
payment in full of all Obligations or conversion of the Note as provided in the
Note and shall, in accordance with the terms of this Agreement and the terms of
the Construction Loan, maintain unrestricted cash deposits in the Account in the
name of Pledgor in an aggregate amount of not less than $350,000.00.

              f. If payment for a Cost Overrun (as defined below) will be
satisfied by withdrawal or use of funds from the Account, Pledgor shall obtain
the prior written approval from Pledgee before allowing or approving any such
Cost Overrun. A "COST OVERRUN" for purposes


                                       3
<PAGE>

of this Section 8.f. shall be defined as any change order or modification of the
construction contract(s) for the Project that would cause the cost of
construction of the Project to exceed the proceeds of the Construction Loan
(after deduction of all costs, fees and charges of any and all kinds in
connection with obtaining and continuing the Construction Loan). Pledgee agrees
to use commercially reasonable judgment with respect to his decision to approve
such Cost Overruns; provided, however, that if at anytime the Account has less
than $200,000, then Pledgee's decision to approve such Cost Overruns shall be in
his sole and absolute discretion.

              g. from time to time hereafter Pledgor shall take any and all such
further action, and shall execute and deliver any and all such further documents
or instruments, as Pledgee may request in order to accomplish the purposes of
this Agreement, in order to enable Pledgee to exercise any of its rights
hereunder; and

              h. Pledgor shall indemnify and hold harmless Pledgee from and
against any and all claims, damages, losses, liabilities, costs and expenses
(including reasonable attorneys' fees) incurred by or assessed against Pledgee
arising out of or in connection with any breach or violation of any of the
covenants, representations or warranties made by Pledgor in this Agreement.

         Section 9. Transfers and Other Liens; Additional Interests. Pledgor
agrees, so long as any of the Obligations are outstanding, not to:

              a. sell or otherwise dispose of, or grant any option or similar
right with respect to, the Pledged Collateral; or

              b. create or permit to exist any lien, security interest or other
charge or encumbrance, other than the first priority pledge to the Bank under
the Construction Loan, upon or with respect to the Pledged Collateral.

         Section 10. Return of Pledged Interests; Revival of Subject
Obligations. Pledgee shall release its security interest hereunder and return
the Pledged Collateral to the Pledgor at such time as all Obligations have been
paid in full in cash or converted as provided in the Note. If any payment
applied by the Pledgee to the Obligations is thereafter set aside, recovered,
rescinded or required to be returned for any reason (including, without
limitation, the bankruptcy, insolvency or reorganization of Pledgor), the
Obligations to which such payment was applied shall for the purposes of this
Agreement be deemed to have continued in existence, notwithstanding such
application, and this Agreement shall be enforceable as to such Obligations as
fully as if such application had never been made, notwithstanding the surrender
of any Note, the return of any of the Pledged Collateral or cancellation of any
instrument or document.

         Section 11. Fees and Expenses of Pledgee. All fees and expenses
incurred by Pledgee (including but not limited to reasonable attorneys' fees) in
connection with the preparation, performance and enforcement of this Agreement,
the receipt of the Pledged Collateral hereunder from time to time, and any
actual or attempted sale or other disposition of the Pledged Collateral
hereunder, shall be reimbursed to Pledgee by Pledgor on demand, or, at Pledgee's
option, such expenses may be added to the Obligations.

         Section 12. Jurisdiction, Venue, Service of Process. ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE


                                       4
<PAGE>

COURTS OF THE STATE OF COLORADO, DENVER COUNTY OR OF THE UNITED STATES OF
AMERICA FOR THE DISTRICT OF COLORADO.

         Section 13. Jury Trial Waiver. PLEDGOR AND PLEDGEE HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF PLEDGOR OR PLEDGEE
RELATING TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PLEDGEE
ENTERING INTO THIS AGREEMENT.

         Section 14. Notices. Any notice hereunder to the Pledgor may be given
in the manner and with the same effect as provided in Section 12.5 of the Note.
Any notice hereunder to the Pledgee shall also be given in the manner and with
the same effect as provided in said Section 12.5.

         Section 15. Survival. All warranties, representations and covenants
made by the Pledgor herein or in any certificate or other instrument delivered
by the Pledgor under this Agreement or under the Note shall be considered to
have been relied upon by Pledgee and shall survive the execution and delivery of
this Agreement. All statements in any such certificate or other instrument shall
constitute warranties and representations by the Pledgor hereunder.

         Section 16. Amendments and Waivers. Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated except by an instrument
in writing signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.

         Section 17. Binding Effect. This Agreement shall (i) remain in full
force and effect until the indefeasible payment or satisfaction in full of the
Obligations, (ii) be binding upon Pledgor, its permitted transferees,
representatives, successors and assigns, and (iii) inure, together with the
rights and remedies of Pledgee hereunder, to the benefit of Pledgee and its
permitted transferees, representatives, successors and assigns. Without limiting
the generality of the foregoing clause (iii), Pledgee may assign or otherwise
transfer this Agreement together with the Note to any other persons, and such
other persons shall thereupon become vested with all the benefits in respect
thereof granted to Pledgee herein or otherwise. Upon the indefeasible payment or
satisfaction in full of the Obligations, (x) Pledgor shall be entitled to the
return, upon its request and at its expense, of such portion of the balance in
the Account as shall not have been required for the repayment of all the
Obligations in full, and (y) this Agreement shall terminate and be of no further
force or effect.

         Section 18. Severability. If for any reason any provision or provisions
hereof are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or affect those portions of
this Agreement which are valid.

         Section 19. Governing Law; Terms. This Agreement shall be governed by,
and construed in accordance with, the internal laws of the State of Colorado
(without giving effect to principles of conflicts of law).

         Section 20. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, and together shall
constitute one and the same Agreement.

               [Remainder of this page intentionally left blank.]


                                       5
<PAGE>


         IN WITNESS WHEREOF, Pledgor has caused this Agreement to be executed
and delivered by it, personally, as of the date first set forth above.



                                    PLEDGEE:

                                    ------------------------------------
                                    Michael S. Smith, Individually



                                    PLEDGOR:


                                    AspenBio, Inc.,
                                    a Colorado corporation


                                    By:
                                         -----------------------------------
                                    Name:
                                          ----------------------------------
                                    Title:
                                           ---------------------------------

FirstBank of Tech Center hereby acknowledges receipt of this Pledge Agreement
and, subject to the rights of Bank to the Pledged Collateral pursuant to the
Construction Loan, agrees to hold the Pledged Collateral in accordance with the
terms of this Pledge Agreement and to comply with the instructions set forth in
this Pledge Agreement relating to disposition of the funds in the Account
without the necessity of further consent by Pledgor. Upon the release of Bank's
first priority lien and security interest in the Account pursuant to the
Construction Loan, Bank agrees to execute all necessary documents, recordings or
filings as may be necessary or desirable to release Bank's first priority lien
and security interests in the Account.


Dated:                              FirstBank of Tech Center
       ------------------------
                                    By:
                                        ---------------------------------------
                                    Name:
                                          -------------------------------------
                                    Title:
                                           ------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18(C)
<SEQUENCE>7
<FILENAME>d95933a2exv10w18xcy.txt
<DESCRIPTION>WARRANT DATED JULY 5, 2002
<TEXT>
<PAGE>

                                                                EXHIBIT 10.18(c)

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

               VOID AFTER 5:00 P.M. MOUNTAIN TIME ON JULY 5, 2005

               WARRANT TO PURCHASE 275,000 SHARES OF COMMON STOCK

                                 ASPENBIO, INC.

No. W-17

         FOR VALUE RECEIVED, AspenBio, Inc. (the "Company"), a Colorado
corporation with its principal offices located at 8100 Southpark Way, Bldg. B-1,
Littleton, CO 80120, hereby certifies that Michael Smith, whose address is c/o
of The Kaitar Foundation, 1660 Lincoln Street, Suite 1420, Denver, CO 80264 (the
"Holder") is entitled, subject to the provisions of this Warrant, to purchase
from the Company, at any time, or from time to time during the period commencing
on the date hereof and expiring at 5:00 p.m. Mountain Time, on July 5, 2005 (the
"Expiration Date"), up to 275,000 fully paid and non-assessable shares of the
Company's Common Stock (the "Warrant Stock") at a price of $1.50 per share (the
"Exercise Price"). The number of shares of Warrant Stock and the Exercise Price
may be adjusted from time to time as hereinafter set forth.

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

         1. Exercise of Warrant.

                  1.1 Exercise Procedures. Subject to the limitations set forth
below in this Section 1 and in Section 6 hereof, this Warrant may be exercised
in whole or in part, during the period expiring at 5:00 p.m. Mountain Time on
the Expiration Date or, if such day is a day on which banking institutions in
Denver, Colorado are authorized by law to close, then on the next succeeding day
that shall not be such a day, by presentation and surrender of this Warrant to
the Company at its principal office, or at the office of its transfer agent, if
any, with the Warrant Exercise Form attached hereto duly executed and
accompanied by payment (either in cash or by certified or official bank check,
payable to the order of the Company) of the Exercise Price for


<PAGE>

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

         1.2 Conversion Right.

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

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

                  b. The Conversion Right may be exercised by the Holder by the
surrender of the Warrant at the principal office of the Company or at the office
of the Company's transfer agent, if any, together with a written statement
specifying that the Holder thereby intends to exercise the Conversion Right and
indicating the number of shares of Warrant Stock subject to the Warrant which
are being surrendered (referred to in subparagraph 1.2(a) above as the
Conversion Shares) in exercise of the Conversion Right. Such conversion shall be
effective upon receipt by the Company of the Warrant, or on such later date as
is specified therein (the "Conversion Date"), but not later than the Expiration
Date. Certificates for the shares issuable upon exercise of the Conversion
Right, together with a check in payment of any fractional amount and, in the
case of a partial exercise a new Warrant evidencing the Warrant Stock



                                       2
<PAGE>

remaining subject to the Warrant, shall be issued as of the Conversion Date and
shall be delivered to the Holder within seven days following the Conversion
Date.

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

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

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

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

         2. Fractional Shares. The Company shall not be required to issue a
fractional share upon the exercise of this Warrant, and except as provided in
Section 1.2, the aggregate number of shares issuable will be rounded up or down
to the nearest full share.

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

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

         5. Anti-Dilution Provisions.

                  5.1 Adjustment for Recapitalization. If the Company shall at
any time subdivide all its outstanding shares of Common Stock (or other
securities at the time receivable



                                       3
<PAGE>

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

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

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

                  5.3 Adjustment for Issuances Below the Exercise Price. If the
Company shall issue any additional shares of Common Stock without consideration
or for a consideration per share less than $1.50 per share (as appropriately
adjusted for any combinations or divisions or recapitalizations affecting the
Common Stock after issuance of this Warrant), on such date, the Exercise Price
in effect immediately prior to each such issuance shall forthwith be adjusted,
as follows: (i) if such issuance occurs before December 31, 2002, to a price
equal to the issuance price (and if the issuance is without consideration, then
to $.01 per share); and (ii) if the issuance occurs during the period commencing
after December 31, 2002 and ending on the Expiration Date, to a price equal to a
price determined by multiplying the Exercise Price by a fraction, the numerator
of which shall be the sum of (w) the number of shares of Common Stock
outstanding immediately prior to such issuance and (x) the number of shares of
Common Stock that the



                                       4
<PAGE>

aggregate consideration received by the Company for such issuance would purchase
at $1.50 per share; and the denominator of which shall be the sum of (y) the
number of shares of Common Stock outstanding immediately prior to such issuance
and (z) the number of additional shares of such Common Stock. For purposes of
this Section 5.3, if any securities are issued by the Company which are
convertible into Common Stock or which may be exercised to acquire Common Stock,
then the aggregate maximum number of shares of Common Stock deliverable upon
conversion or exercise of the securities assuming the satisfaction of any
conditions to convertibility or exercisability, shall be deemed to have been
issued at the time such securities were issued. Upon the termination or
expiration of the convertibility or exercisability of any such securities, the
Exercise Price, to the extent in any way affected by or computed using such
securities, shall be recomputed to reflect the issuance of only the number of
shares of Common Stock actually issued upon the conversion or exercise of such
securities. Notwithstanding anything herein to the contrary, any shares of
Common Stock issued by the Company after the date hereof pursuant to: (i) the
exercise of options outstanding on the date hereof to purchase 200,000 shares of
Common Stock at an exercise price of $1.00 per share; (ii) the exercise of
options issued under the 2002 Stock Incentive Plan outstanding on the date
hereof to purchase 400,000 shares of Common Stock at an exercise price of $1.25
per share; (iii) the exercise of warrants outstanding on the date hereof to
purchase 830,000 shares of Common Stock at an exercise price of $1.00 per share;
or (iv) an agreement approved by the Company's Board of Directors between the
Company and a third party regarding such third party's development for or
together with or sale to Company of technology, know-how or intellectual
property which provides for the issuance of up to 5% of the issued and
outstanding Common Stock as of the date hereof, shall not result in any
adjustment of the Exercise Price pursuant to this Section 5.3.

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

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

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



                                       5
<PAGE>

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

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

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

         9. Registration Rights. The Holder shall be entitled to certain
registration rights as set forth in the Investor Rights Agreement between the
Company and the Holder, dated as of the date hereof.

         10. Representations and Warranties of the Company.

                  a. Due Incorporation and Good Standing. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Colorado, with full and adequate power to carry on and conduct
its business as presently conducted, and is duly licensed or qualified in all
foreign jurisdictions wherein the failure to be so qualified or licensed would
reasonably be expected to have a material adverse effect on the business of the
Company.

                  b. Due Authorization. The Company has full right, power and
authority to enter into, execute and deliver this Warrant and to perform all of
its duties and obligations under this Warrant. The execution and delivery of
this Warrant will not, nor will the observance or performance of any of the
matters and things herein or therein set forth, violate or contravene any
provision of the law or the Company's bylaws or articles of incorporation. All
necessary and appropriate corporate action on the part of the Company has been
taken to authorize the execution and delivery of this Warrant.

                  c. Enforceability. This Warrant has been validly executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company enforceable against it in accordance with its respective terms,
subject to applicable bankruptcy, insolvency, reorganization or similar laws
relating to or affecting the enforcement of creditors' right and to the
availability of the remedy of specific performance.



                                       6
<PAGE>

                  d. Absence of Conflicts. The execution, delivery and
performance by the Company of this Warrant, and the transactions contemplated
hereby, do not constitute a breach or default, or require consents under, any
agreement, permit, contract or other instrument to which the Company is a party,
or by which the Company is bound, or to which any Company assets are subject, or
any judgment, order, writ, decree, authorization or license to which the
Company, or the assets of the Company are bound or subject to, or any rule,
regulations or statues and will not result in the creation of any lien upon any
of the assets of the Company.

                  e. Issuance Upon Exercise. The Company shall reserve an
adequate number of shares of Common Stock for exercise of this Warrant. Upon
exercise of this Warrant upon the terms and conditions of this Warrant, the
Warrant Stock shall be validly issued, fully paid and nonassessable.

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

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




                                       7
<PAGE>

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

                                    ASPENBIO, INC., a Colorado corporation



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




<PAGE>

                              WARRANT EXERCISE FORM

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


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

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

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





<PAGE>

                                 ASSIGNMENT FORM


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

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

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

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

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

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



<PAGE>

                        WARRANT CONVERSION EXERCISE FORM

TO:      AspenBio, Inc.

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

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

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

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

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

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

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


<PAGE>

                        CALCULATION OF WARRANT CONVERSION


                       Net Value of the Conversion Shares
                              Current Market Price

Current Market Price Per Share      $
                                     -------------------------

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

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

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

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

Cash in Lieu of Fractional Shares   $                           (1)
                                     ---------------------------

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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18(D)
<SEQUENCE>8
<FILENAME>d95933a2exv10w18xdy.txt
<DESCRIPTION>INVESTOR RIGHTS AGREEMENT DATED JULY 5, 2002
<TEXT>
<PAGE>
                                                                EXHIBIT 10.18(d)

                            INVESTOR RIGHTS AGREEMENT


                  THIS INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered
into this 5th day of July, 2002, by and between AspenBio, Inc., a Colorado
corporation (the "Company") and Michael S. Smith, a resident of Englewood,
Colorado (the "Purchaser").

                                    RECITALS

         A. On the date hereof, the Purchaser acquired from the Company a
convertible note in the principal amount of $500,000 (the "Note") and a warrant
to purchase up to 275,000 shares of Common Stock (the "Warrant") in
consideration of the Purchaser's agreement to advance funds to the Company.

         B. The Purchaser required that the Company enter into this Agreement to
provide rights for the Purchaser as a condition to the Purchaser's agreement to
advance funds to the Company.

                             STATEMENT OF AGREEMENT

         NOW THEREFORE, in consideration of the premises and of the respective
covenants and provisions herein contained, and intending to be legally bound
hereby, the parties agree as follows:

1. Certain Definitions.

         As used in this Agreement, the following terms shall have the meanings
ascribed to them below:

         "Affiliate" means (i) with respect to any Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person or (ii) with respect to any
individual, the spouse, child, step-child, grandchild, niece, nephew or parent
of such Person, or the spouse thereof.

         "Common Stock" means the Common Stock of the Company and any equity
securities issued or issuable with respect to the Common Stock in connection
with a reclassification, recapitalization, merger, consolidation or other
reorganization.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivisions thereof.



<PAGE>

         "Registrable Securities" means any (i) of the shares of Common Stock
issuable or issued upon conversion of the Note, (ii) shares of Common Stock
issuable or issued upon exercise of the Warrant, (iii) any shares of Common
Stock Purchaser now owns or hereinafter acquires, and (iv) any other shares of
Common Stock issued or issuable, directly or indirectly, with respect to the
Common Stock referenced in clauses (i), (ii) or (iii) or by way of stock
dividend, stock split or combination of shares. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when (a) a
registration statement filed pursuant to a Demand Registration Request (as
defined in Section 2.2 herein) with respect to such securities shall have been
declared effective under the Securities Act and the Company has materially
complied with Section 2.3(b) herein, or (b) such securities shall have been
disposed of in accordance with a registration described in Section 2.1 herein
("Piggyback Registration"), or (c) such securities shall have been sold pursuant
to Rule 144 (or any successor provision) under the Securities Act, or (d) such
securities are eligible for sale under Rule 144(k) (or any successor provision)
under the Securities Act. Provided, however, that Registrable Securities which
otherwise would cease to be considered Registrable Securities as a result of
item (a) above shall remain Registrable Securities solely for the purposes of
Section 2.1 herein.

         "SEC" means the United States Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

2. Registration Rights.

                  2.1 Piggyback Registrations.

                           (a) Piggyback Registrations. If, at any time between
         September 30, 2002 and June 30, 2005 the Company proposes to register
         its Common Stock under the Securities Act in connection with the public
         offering of Common Stock (other than a registration relating solely to
         the sale of Common Stock to participants in an employee benefit plan or
         with respect to any corporate reorganization or other transaction under
         Rule 145 of the Securities Act) whether or not for its own account, the
         Company shall give prompt written notice of its intention to do so to
         the Purchaser. Upon the written request of the Purchaser made within 15
         days following the receipt of any such written notice (which request
         shall specify the Registrable Securities intended to be disposed of by
         the Purchaser and the intended method of distribution thereof), the
         Company shall cause all such Registrable Securities to be registered
         under the Securities Act (with the securities which the Company at the
         time proposes to register) to permit the sale or other disposition by
         the Purchaser (in accordance with the intended method of distribution
         thereof) of the Registrable Securities to be so registered.

                           (b) Abandonment or Delay. If, at any time after
         giving written notice of its intention to register its Common Stock and
         prior to the effective date of the registration statement filed in
         connection with such registration, the Company shall determine for any
         reason not to register or to delay registration of its Common Stock,
         the Company may, at its election, give written notice of such
         determination to the Purchaser and (i) in the case of a determination
         not to register, shall be relieved of its obligation to register any
         Registrable Securities in connection with such abandoned registration,



                                       2
<PAGE>

         without prejudice, however, to the rights of the Purchaser under
         Section 2.1(a), and (ii) in the case of a determination to delay such
         registration of its Common Stock shall be permitted to delay the
         registration of such Registrable Securities for the same period as the
         delay in registering its Common Stock.

                           (c) The Purchaser's Right to Withdraw. The Purchaser
         shall have the right to withdraw his request for inclusion of his
         Registrable Securities in any registration statement pursuant to this
         Section 2.1 by giving written notice to the Company of his request to
         withdraw.

                           (d) Underwriting Requirements. In connection with any
         offering involving an underwriting of the Common Stock, the Company
         shall not be required under Section 2.1 to include any of the
         Registrable Securities in such underwriting unless the Purchaser
         accepts the terms of the underwriting as agreed upon between the
         Company and the underwriters selected by it (or by other Persons
         entitled to select the underwriters), and then only in such quantity as
         the underwriters determine in their sole discretion will not jeopardize
         the success of the offering by the Company. If the total amount of
         securities, including Registrable Securities, requested by Persons to
         be included in such offering exceeds the amount of securities that the
         underwriters determine in their sole discretion is compatible with the
         success of the offering, then the Company shall be required to include
         in the offering only that number of shares of Common Stock, including
         Registrable Securities, which the underwriters determine in their
         discretion will not jeopardize the success of the offering (the
         securities so included to be apportioned pro rata among the Persons
         that have requested securities to be included in such offering
         according to the total amount of securities entitled to be included
         therein owned by each Person or in such proportions as shall mutually
         be agreed to by such Persons). In the event that the underwriters
         determine that the total amount of securities requested to be included
         in the offering exceeds the amount that the underwriters determine is
         compatible with the success of the offering, then the underwriters
         shall provide written notice of such determination to the Purchaser.

                  2.2 Demand Registration.

                           (a) Request for Registration. Except as provided in
         Section 2.2(e) below, the Purchaser shall be entitled to one Demand
         Registration Request as defined herein. Subject to Section 2.2(c), at
         any time between September 30, 2002 and June 30, 2005 the Purchaser
         shall have the right to require the Company to file a registration
         statement under the Securities Act covering the Registrable Securities,
         by delivering a written request therefor to the Company specifying the
         Registrable Securities to be included in such registration by the
         Purchaser and the intended method of distribution thereof. Any such
         request pursuant to this Section 2.2(a) is referred to herein as the
         "Demand Registration Request" and the registration so requested is
         referred to herein as the "Demand Registration".

                           (b) Registration. The Company shall, as expeditiously
         as possible following the Demand Registration Request, use commercially
         best efforts to effect such registration under the Securities Act
         (including, without limitation, by means of a shelf



                                       3
<PAGE>

         registration pursuant to Rule 415 under the Securities Act if so
         requested and if the Company is then eligible to use such a
         registration) of the Registrable Securities which the Company has been
         so requested to register, for distribution in accordance with such
         intended method of distribution.

                           (c) Limitations on Requested Registration. The rights
         of the Purchaser to request the Demand Registration pursuant to Section
         2.2(a) are subject to the following limitations: (i) the Purchaser
         shall not be entitled to a Demand Registration Request if the Purchaser
         has not converted the Note, or some portion of the Note, into a minimum
         of 133,334 shares of Common Stock, (ii) except as provided in Section
         2.2(e), in no event shall the Purchaser be entitled to more than one
         Demand Registration Request, (iii) if the request is made prior to
         December 31, 2002 and the Board of Directors of the Company makes a
         reasonable good faith determination that the payment of the legal and
         accounting fees and other pertinent expenses incident to the filing and
         prosecution of the registration statement would have a material adverse
         effect on the financial condition of the Company, the Company shall not
         be required to comply with the Demand Registration Request, or (iv) if
         the Purchaser has participated in a Demand Registration in a 90 day
         period preceding the request. Notwithstanding anything in this Section
         2.2(c) to the contrary, the Company shall be required to comply with
         the Demand Registration Request if the Purchaser agrees to pay such
         expenses.

                           (d) Company Registration. During the period starting
         with the date of filing of, and ending on a date 180 days after the
         effective date of, a registration subject to Section 2.1 hereof, the
         Company shall not be obligated to effect, or take any action to effect,
         any registration pursuant to this Section 2.2; provided that the
         Company is actively employing good faith and commercially best efforts
         to cause such registration statement to become effective. In the event
         that the Company determines not to pursue a registration or to withdraw
         a registration that has been filed, notice of such action will be
         provided promptly by the Company to the Purchaser.

                           (e) Underwriting Requirements. If the Purchaser
         intends to distribute the Registrable Securities by means of an
         underwriting, he shall so advise the Company as a part of his request
         made pursuant to Section 2.2(a). The underwriter will be selected by
         the Purchaser and shall be reasonably acceptable to the Company. All
         Persons, including the Purchaser, proposing to distribute their Common
         Stock through such underwriting shall (together with the Company as
         provided in Section 2.7) enter into an underwriting agreement in
         customary form with the underwriter or underwriters selected for such
         underwriting. Notwithstanding any other provisions of this Section 2.2,
         if the underwriter advises the Purchaser in writing that marketing
         factors require a limitation of the number of shares to be
         underwritten, then the number of shares of Registrable Securities and
         other securities that may be included in the underwriting shall be
         allocated among the Purchaser and other Persons whose Common Stock the
         Company has agreed may be included in the offering (collectively, the
         "Selling Shareholders") in proportion (as nearly practicable) to the
         amount of Common Stock owned by the Purchaser and the other Selling
         Shareholders; provided, however, that the number of shares of
         Registrable Securities or Common Stock of the Selling Shareholders the
         Company has agreed may be included in the offering shall not be reduced
         unless all other securities of the Company,



                                       4
<PAGE>

         for its own account, are first entirely excluded from the underwriting
         and registration. In the event that notice is received from the
         underwriter that the number of shares to be underwritten should be
         limited, and as a result of such limitation Purchaser will continue to
         hold 133,334 or more shares of Registrable Securities, then the
         offering shall not be deemed to be the Demand Registration Request.

                  2.3 Registration Procedures. If and whenever the Company is
required by the provisions of this Agreement to use commercially best efforts to
effect or cause the registration of any Registrable Securities under the
Securities Act as provided in this Agreement, the Company shall, as
expeditiously as possible:

                           (a) prepare and file with the SEC a registration
         statement on an appropriate registration form of the SEC for the
         disposition of such Registrable Securities in accordance with the
         intended method of disposition thereof, which form (i) shall be
         selected by the Company and (ii) shall, in the case of a shelf
         registration, be available for the sale of the Registrable Securities
         by the Purchaser and such registration statement shall comply as to
         form in all material respects with the requirements of the applicable
         form and include all financial statements required by the SEC to be
         filed therewith, and the Company shall use its best efforts to cause
         such registration statement to become effective (provided, however,
         that before filing a registration statement or prospectus or any
         amendments or supplements thereto, or comparable statements under
         securities or blue sky laws of any jurisdiction, the Company will
         furnish to one counsel for the Purchaser participating in the planned
         offering and the underwriters, if any, copies of all such documents
         proposed to be filed (including all exhibits thereto), which documents
         will be subject to the reasonable review and reasonable comment of such
         counsel, and the Company shall not file any registration statement or
         amendment thereto or any prospectus or supplement thereto to which the
         underwriters, if any, shall reasonably object in writing);

                           (b) prepare and file with the SEC such amendments and
         supplements to such registration statement and the prospectus used in
         connection therewith as may be necessary to keep such registration
         statement effective for such period (which shall not be required to
         exceed 180 days in the case of a Demand Registration and shall not
         exceed 90 days for all other registrations unless mutually agreed to in
         writing by the parties) as any seller of Registrable Securities
         pursuant to such registration statement shall request and to comply
         with the provisions of the Securities Act with respect to the sale or
         other disposition of all Registrable Securities covered by such
         registration statement in accordance with the intended methods of
         disposition by the seller or sellers thereof set forth in such
         registration statement;

                           (c) furnish, without charge, to the Purchaser and
         each underwriter, if any, of the securities covered by such
         registration statement such number of copies of such registration
         statement, each amendment and supplement thereto (in each case
         including all exhibits), and the prospectus included in such
         registration statement (including each preliminary prospectus) in
         conformity with the requirements of the Securities Act, and other
         documents, as the Purchaser and underwriter may reasonably request in
         order to facilitate the public sale or other disposition of the
         Registrable



                                       5
<PAGE>

         Securities owned by the Purchaser (the Company hereby consenting to the
         use in accordance with applicable law of each such registration
         statement (or amendment or post-effective amendment thereto) and each
         such prospectus (or preliminary prospectus or supplement thereto) by
         the Purchaser and the underwriters, if any, in connection with the
         offering and sale of the Registrable Securities covered by such
         registration statement or prospectus);

                           (d) use its best efforts to register or qualify the
         Registrable Securities covered by such registration statement under
         such other securities or "blue sky" laws of such jurisdictions as the
         Purchaser or any managing underwriter, if any, shall reasonably request
         in writing, and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such sellers or
         underwriter, if any, to consummate the disposition of the Registrable
         Securities in such jurisdictions, except that in no event shall the
         Company be required to qualify to do business as a foreign corporation
         in any jurisdiction where it would not, but for the requirements of
         this paragraph (d), be required to be so qualified, to subject itself
         to taxation in any such jurisdiction or to consent to general service
         of process in any such jurisdiction;

                           (e) promptly notify the Purchaser and each managing
         underwriter, if any: (i) when the registration statement, any
         pre-effective amendment, the prospectus or any prospectus supplement
         related thereto or post-effective amendment to the registration
         statement has been filed and, with respect to the registration
         statement or any post-effective amendment, when the same has become
         effective; (ii) of any request by the SEC or state securities authority
         for amendments or supplements to the registration statement or the
         prospectus related thereto or for additional information; (iii) of the
         issuance by the SEC of any stop order suspending the effectiveness of
         the registration statement or the initiation of any proceedings for
         that purpose; (iv) of the receipt by the Company of any notification
         with respect to the suspension of the qualification of any Registrable
         Securities for sale under the securities or blue sky laws of any
         jurisdiction or the initiation of any proceeding for such purpose; (v)
         of the existence of any fact of which the Company becomes aware which
         results in the registration statement, the prospectus related thereto
         or any document incorporated therein by reference containing an untrue
         statement of a material fact or omitting to state a material fact
         required to be stated therein or necessary to make any statement
         therein not misleading; and (vi) if at any time the representations and
         warranties contemplated by Section 3 below cease to be true and correct
         in all material respects, and, if the notification relates to an event
         described in clause (v), the Company shall promptly prepare and furnish
         to each such seller and each underwriter, if any, a reasonable number
         of copies of a prospectus supplemented or amended so that, as
         thereafter delivered to the purchasers of such Registrable Securities,
         such prospectus shall not include an untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary to make the statements therein in the light of the
         circumstances under which they were made not misleading;

                           (f) enter into such customary agreements (including,
         if applicable, an underwriting agreement) and take such other actions
         as the Purchaser shall reasonably request in order to expedite or
         facilitate the disposition of such Registrable Securities. The Persons
         who are holders of the Registrable Securities which are to be
         distributed by



                                       6
<PAGE>

         such underwriters shall be parties to such underwriting agreement and
         may, at their option, require that the Company make to and for the
         benefit of such Persons the representations, warranties and covenants
         of the Company which are being made to and for the benefit of such
         underwriters and which are of the type customarily provided in
         secondary offerings;

                           (g) if an opinion or letter from (i) the Company's
         counsel or (ii) an independent accountant of the Company is delivered
         to any underwriters in the offering, the Company shall furnish to the
         Purchaser, a copy of such opinion and letter addressed to the
         Purchaser;

                           (h) delivery promptly to the Purchaser and each
         underwriter, if any, copies of all correspondence between the
         Commission and the Company, its counsel or auditors and any memoranda
         relating to discussions with the Commission or its staff with respect
         to the registration statement, other than those portions of any such
         memoranda which contain information subject to attorney-client
         privilege with respect to the Company, and, upon receipt of such
         confidentiality agreements as the Company may reasonably request, make
         reasonably available for inspection by the Purchaser, by any
         underwriter, if any, participating in any disposition to be effected
         pursuant to such registration statement and by any attorney, accountant
         or other agent retained by the Purchaser or any such underwriter, all
         pertinent financial and other records, pertinent corporate documents
         and properties of the Company, and cause all of the Company's officers,
         directors and employees to supply all information reasonably requested
         by the Purchaser, underwriter, attorney, accountant or agent in
         connection with such registration statement provided the recipient of
         such information seeks such information in good faith and for a proper
         purpose;

                           (i) make reasonably available its employees and
         personnel and otherwise provide reasonable assistance to the
         underwriters (taking into account the needs to the Company's businesses
         and the requirements of the marketing process) in the marketing of
         Registrable Securities in any underwritten offering;

                           (j) cooperate with the Purchaser and the managing
         underwriters, if any, to facilitate the timely preparation and delivery
         of certificates not bearing any restrictive legends representing the
         Registrable Securities to be sold, and cause such Registrable
         Securities to be issued in such denominations and registered in such
         names in accordance with the underwriting agreement prior to any sale
         of Registrable Securities to the underwriters or, if not an
         underwritten offering, in accordance with the instructions of the
         selling holders of the Registrable Securities at least three business
         days prior to any sale of Registrable Securities; and

                           (k) take all such other commercially reasonable
         actions as are necessary or advisable in order to expedite or
         facilitate the disposition of such Registrable Securities.



                                       7
<PAGE>

                  2.4 Registration Expenses.

                           (a) "Expenses" shall mean any and all fees and
         expenses incident to the Company's performance of or compliance with
         this Article 2, including, without limitation: (i) SEC, stock exchange
         or NASD registration, listing and filing fees and all listing fees and
         fees with respect to the including of securities in NASDAQ, (ii) fees
         and expenses of compliance with state securities or "blue sky" laws and
         in connection with the preparation of a "blue sky" survey, including
         without limitation, reasonable fees and expenses of blue sky counsel,
         (iii) printing and copying expenses, (iv) messenger and delivery
         expenses, (v) fees and disbursements of counsel for the Company, (vi)
         fees and disbursements of all independent public accountants (including
         the expenses of any audit and/or "cold comfort" letter) and fees and
         expenses of other persons, including special experts, retained by the
         Company, and (vii) any other fees and disbursements of underwriters, if
         any, customarily paid by issuers or sellers of securities
         (collectively, "Expenses").

                           (b) The Company shall pay all Expenses with respect
         to any Demand Registration, whether or not it becomes effective or
         remains effective for the period contemplated by Section 2.3(b), and
         with respect to any registration effected under Section 2.1.

                           (c) Notwithstanding the foregoing, (x) the provisions
         of this Section 2.4 shall be deemed amended to the extent necessary to
         cause these expense provisions to comply with "blue sky" laws of each
         state in which the offering is made and (y) in connection with any
         registration hereunder, the Purchaser shall pay all underwriting
         discounts and commissions and any transfer taxes, if any, attributable
         to the sale of his Registrable Securities, pro rata with respect to
         payments of discounts and commissions in accordance with the number of
         shares sold in the offering by the Purchaser, and (z) the Company
         shall, in the case of all registrations under this Article 2, be
         responsible for all its internal expenses (including, without
         limitation, all salaries and expenses of its officers and employees
         performing legal or accounting duties).

                  2.5 Furnish Information. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of the Purchaser that the Purchaser
shall furnish to the Company such information regarding himself, the Registrable
Securities held by him, and the intended method of disposition of such
securities as shall be required to effect the registration of the Purchaser's
Registrable Securities.

                  2.6 Indemnification.

                           (a) In the event of any registration of any
         securities of the Company under the Securities Act pursuant to this
         Article 2, the Company will, and hereby does, indemnify and hold
         harmless, to the fullest extent permitted by law, the Purchaser, its
         agents and representatives against any and all losses, claims, damages
         or liabilities, joint or several, actions or proceedings (whether
         commenced or threatened) in respect thereof ("Claims") and expenses
         (including reasonable fees of counsel and any amounts paid in



                                       8
<PAGE>

         any settlement effected with the Company's consent, which consent shall
         not be unreasonably withheld or delayed) to which such indemnified
         party may become subject under the Securities Act or otherwise, insofar
         as such Claims or expenses arise out of or are based upon (i) any
         untrue statement or alleged untrue statement of a material fact
         contained in any registration statement under which such securities
         were registered under the Securities Act, together with the documents
         incorporated by reference therein, or the omission or alleged omission
         to state therein a material fact required to be stated therein or
         necessary to make the statements therein not misleading, or (ii) any
         untrue statement or alleged untrue statement of a material fact
         contained in any preliminary, final or summary prospectus or any
         amendment or supplement thereto, together with the documents
         incorporated by reference therein, or the omission or alleged omission
         to state therein a material fact required to be stated therein or
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Company shall not be liable to such indemnified party
         in any such case to the extent such Claim or expense arises out of or
         is based upon any untrue statement or alleged untrue statement of a
         material fact or omission or alleged omission of a material fact in
         such registration statement or amendment thereof or supplement thereto
         or in any such prospectus or any preliminary, final or summary
         prospectus in reliance upon and in conformity with written information
         furnished to the Company by or on behalf of such indemnified party
         specifically for use therein. Such indemnity and reimbursement of
         expenses shall remain in full force and effect regardless of any
         investigation made by or on behalf of such indemnified party and shall
         survive the transfer of such securities by such seller.

                           (b) In the event of any registration of any
         securities of the Company under the Securities Act pursuant to this
         Article 2, the Purchaser will, and hereby does, indemnify and hold
         harmless, to the fullest extent permitted by law, the Company, its
         shareholders, directors, officers, agents and representatives, and each
         other person, if any, who controls the Company within the meaning of
         the Securities Act, against any and all losses, claims, damages or
         liabilities, joint or several, actions or proceedings (whether
         commenced or threatened) in respect thereof ("Claims") and expenses
         (including reasonable fees of counsel and any amounts paid in any
         settlement effected with the Purchaser's consent, which consent shall
         not be unreasonably withheld or delayed) to which each such indemnified
         party may become subject under the Securities Act or otherwise, insofar
         as such Claims or expenses arise out of or are based upon (i) any
         untrue statement or alleged untrue statement of a material fact
         contained in any registration statement under which such securities
         were registered under the Securities Act, together with the documents
         incorporated by reference therein, or the omission or alleged omission
         to state therein a material fact required to be stated therein or
         necessary to make the statements therein not misleading, or (ii) any
         untrue statement or alleged untrue statement of a material fact
         contained in any preliminary, final or summary prospectus or any
         amendment or supplement thereto, together with the documents
         incorporated by reference therein, or the omission or alleged omission
         to state therein a material fact required to be stated therein or
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Purchaser shall not be liable to any such indemnified
         party in any such case to the extent such Claim or expense arises out
         of or is based upon any



                                       9
<PAGE>

         untrue statement or alleged untrue statement of a material fact or
         omission or alleged omission of a material fact in such registration
         statement or amendment thereof or supplement thereto or in any such
         prospectus or any preliminary, final or summary prospectus unless it is
         contained in the written information furnished to the Company by or on
         behalf of the Purchaser specifically for use therein; provided,
         further, that the obligation to indemnify will be limited to the amount
         of proceeds received by the Purchaser from the sale of Registrable
         Securities pursuant to such registration statement. Such indemnity and
         reimbursement of expenses shall remain in full force and effect
         regardless of any investigation made by or on behalf of such
         indemnified party and shall survive the transfer of such securities by
         the Purchaser.

                           (c) Any person entitled to indemnification under this
         Agreement shall notify promptly the indemnifying party in writing of
         the commencement of any action or proceeding with respect to which a
         claim for indemnification may be made pursuant to this Section 2.6, but
         the failure of any indemnified party to provide such notice shall not
         relieve the indemnifying party of its obligations under the preceding
         paragraphs of this Section 2.6, except to the extent the indemnifying
         party is materially prejudiced thereby and shall not relieve the
         indemnifying party from any liability which it may have to any
         indemnified party otherwise than under this Section 2. In case any
         action or proceeding is brought against an indemnified party and it
         shall notify the indemnifying party of the commencement thereof, the
         indemnifying party shall be entitled to participate therein and, unless
         in the reasonable opinion of outside counsel to the indemnified party a
         conflict of interest between such indemnified and indemnifying parties
         may exist in respect of such claim, to assume the defense thereof
         jointly with any other indemnifying party similarly noticed, to the
         extent that it chooses, with counsel reasonably satisfactory to such
         indemnified party, and after notice from the indemnifying party to such
         indemnified party that it so chooses, the indemnifying party shall not
         be liable to such indemnified party for any legal or other expenses
         subsequently incurred by such indemnified party in connection with the
         defense thereof other than reasonable costs of investigation; provided,
         however, that (i) if the indemnifying party fails to take reasonable
         steps necessary to defend diligently the action or proceeding within 20
         days after receiving notice from such indemnified party that the
         indemnified party believes it has failed to do so; or (ii) if such
         indemnified party who is a defendant in any action or proceeding which
         is also brought against the indemnifying party reasonably shall have
         concluded that there may be one or more legal defenses available to
         such indemnified party which are not available to the indemnifying
         party; or (iii) if representation of both parties by the same counsel
         is otherwise inappropriate under applicable standards of professional
         conduct, then, in any such case, the indemnified party shall have the
         right to assume or continue its own defense as set forth above, and the
         indemnifying party shall be liable for any expenses therefor. No
         indemnifying party shall, without the written consent of the
         indemnified party, effect the settlement or compromise of, or consent
         to the entry of any judgment with respect to, any pending or threatened
         action or claim in respect of which indemnification or contribution may
         be sought hereunder (whether or not the indemnified party is an actual
         or potential party to such action or claim) unless such settlement,
         compromise or judgment (A) includes an unconditional release of the
         indemnified party from all liability arising out of such action or
         claim and (B) does not



                                       10
<PAGE>

         include a statement as to or an admission of fault, culpability or a
         failure to act, by or on behalf of any indemnified party.

                           (d) If for any reason the foregoing indemnity is
         unavailable or is insufficient to hold harmless an indemnified party
         under Section 2.6 or each indemnifying party shall contribute to the
         amount paid or payable by such indemnified party as a result of any
         Claim in such proportion as is appropriate to reflect the relative
         fault of the indemnifying party, on the one hand, and the indemnified
         party, on the other hand, with respect to such offering of securities.
         The relative fault shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statement of a material
         fact or the omission or alleged omission to state a material fact
         relates to information supplied by the indemnifying party or the
         indemnified party and the parties' relative intent, knowledge, access
         to information and opportunity to correct or prevent such untrue
         statement or omission. If, however, the allocation provided in the
         second preceding sentence is not permitted by applicable law, then each
         indemnifying party shall contribute to the amount paid or payable by
         such indemnified party in such proportion as is appropriate to reflect
         not only such relative faults but also the relative benefits of the
         indemnifying party and the indemnified party as well as any other
         relevant equitable considerations. The parties hereto agree that it
         would not be just and equitable if contributions pursuant to this
         Section 2.6(d) were to be determined by pro rata allocation or by any
         other method of allocation which does not take into account the
         equitable considerations referred to in the preceding sentences of this
         Section 2.6(d). The amount paid or payable in respect of any Claim
         shall be deemed to include any legal or other expenses reasonably
         incurred by such indemnified party in connection with investigating or
         defending any such Claim. No person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(t) of the
         Securities Act) shall be entitled to contribution from any person who
         was not guilty of such fraudulent misrepresentation.

         2.7 Underwritten Offerings. If requested by the underwriters for any
underwritten offering by the Purchaser of Registrable Securities pursuant to a
registration requested under Article 2, the Company shall enter into a customary
underwriting agreement with the underwriters. Such underwriting agreement shall
be reasonably satisfactory in form and substance to the Purchaser and shall
contain such representations and warranties by, and such other agreements on the
part of, the Company and such other terms as are generally included in the
underwriting agreement of such underwriters, including, without limitations,
indemnities and contribution agreements.

3. Rule 144 Reporting. With a view of making available to the Purchaser the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees to use its best efforts to:

                           (a) Make and keep public information available, as
         those terms are understood and defined in SEC Rule 144 or any successor
         rule promulgated under the Securities Act, at all times after the
         effective date of the first registration filed by the Company for an
         offering of its securities to the general public;



                                       11
<PAGE>

                           (b) File with the SEC, in a timely manner, all
         reports and other documents required of the Company under the Exchange
         Act; and

                           (c) So long as the Purchaser owns any Registrable
         Securities, furnish to the Purchaser forthwith upon request a written
         statement by the Company as to its compliance with the reporting
         requirements of Rule 144 and of the Exchange Act at any time after it
         has become subject to such reporting requirements.

4. General.

         4.1 Amendments and Waivers. This Agreement may be amended, modified,
supplemented or waived only upon the written agreement of the party against whom
enforcement of such amendment, modification, supplement or waiver is sought.

         4.2 Notices. All notices, elections, request, demands or other
communications required hereunder shall be in writing and shall be deemed given
when sent by facsimile (receipt confirmed electronically), delivered personally,
within three days after mailing when mailed by certified or registered mail,
return receipt requested or within one day after sent by a reputable overnight
carrier, to the parties as follows (or to such other person or place, written
notice of which any party hereto shall have given to the other):

                  (a)      If to the Purchaser: Michael Smith
                                                c/o The Kaitar Foundation
                                                1660 Lincoln St., Suite 1420
                                                Denver, CO 80264
                                                Fax: (303) 832-9015


                           With a Copy to:      Brownstein Hyatt & Farber, P.C.
                                                410 17th Street, Suite 2200
                                                Denver, CO 80202-4437
                                                Attention: Steven C. Demby, Esq.
                                                Telephone: (303) 223-1119
                                                Facsimile: (303) 223-0919

                  (b)      If to Company:       AspenBio, Inc.
                                                8100 Southpark Way, Building B-1
                                                Littleton, Colorado 80120
                                                Attention: Roger Hurst,
                                                           President
                                                Telephone: (303) 794-2000
                                                Facsimile: (303) 798-8332



                                       12
<PAGE>

                           With a Copy to:      Krendl Krendl Sachnoff & Way PC
                                                370 17th Street, Suite 5350
                                                Denver, Colorado 80202
                                                Telephone: (303) 629-2600
                                                Facsimile: (303) 629-2606
                                                Attention: Cathy S. Krendl, Esq.

                                                and

                                                Patton Boggs LLP
                                                1660 Lincoln Street, Suite 1900
                                                Denver, Colorado 80202
                                                Telephone: (303) 830-1776
                                                Facsimile: (303) 894-9239
                                                Attention: Robert M. Bearman,
                                                           Esq.

         4.3 Miscellaneous.

                           (a) This Agreement shall be binding upon and inure to
         the benefit of and be enforceable by the parties hereto and the
         respective successors, personal representatives and assigns. The right
         to cause the Company to register the Registrable Securities may be
         assigned or otherwise conveyed by the Purchaser to any transferee who
         acquires the Registrable Securities, Note or Warrant pursuant to and in
         accordance with the documents that govern such securities; provided,
         however, that Purchaser provides the Company written notice of such
         transfer, stating the name and address of said transferee and said
         transferee's agreement to be bound by the provisions of this Agreement
         and if such right is assigned or conveyed to more than one person, the
         holder of a majority of the Registrable Securities shall be entitled to
         effect or cause the Demand Registration Request.

                           (b) This Agreement as well as the Note and Warrant
         between the parties of even date (with the documents referred to herein
         or delivered pursuant hereto) embodies the entire agreement and
         understanding between the parties hereto and supersedes all prior
         agreements and understanding relating to the subject matter hereof.

                           (c) This Agreement shall be construed and enforced in
         accordance with and governed by the laws of the State of Colorado
         without giving effect to the conflicts of law principles thereof.

                           (d) The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof. All section references are to this Agreement unless
         otherwise expressly provided.

                           (e) This Agreement may be executed in any number of
         counterparts, each of which shall be an original, but all of which
         together shall constitute one instrument.



                                       13
<PAGE>

                           (f) Any term or provision of this Agreement which is
         invalid or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such invalidity or
         unenforceability without rendering invalid or unenforceable the
         remaining terms and provisions of this Agreement or affecting the
         validity or enforceability of any of the terms or provisions of this
         Agreement in any other jurisdiction.

                           (g) The parties hereto acknowledge that there would
         be no adequate remedy at law if any party fails to perform any of its
         obligations hereunder, and accordingly agree that each party, in
         addition to any other remedy to which it may be entitled at law or in
         equity, shall be entitled to injunctive relief, including specific
         performance, to enforce such obligations without the posting of any
         bond, and, if any action should be brought in equity to enforce any of
         the provisions of this Agreement, none of the parties hereto shall
         raise the defense that there is an adequate remedy at law.

                           (h) Each party hereto shall do and perform or cause
         to be done and performed all such further acts and things and shall
         execute and deliver all such other agreements, certificates,
         instruments, and documents as any other party hereto reasonably may
         request in order to carry out the intent and accomplish the purposes of
         this Agreement and the consummation of the transactions contemplated
         hereby.

                            [SIGNATURE PAGE FOLLOWS]



                                       14
<PAGE>

                  IN WITNESS WHEREOF, the undersigned have executed this
Investor Rights Agreement as of the date set forth above.


                                       ASPENBIO, INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       -----------------------------------------
                                       MICHAEL S. SMITH

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19(A)
<SEQUENCE>9
<FILENAME>d95933a2exv10w19xay.txt
<DESCRIPTION>PROMISSORY NOTE DATED JULY 5, 2002
<TEXT>
<PAGE>
                                                                EXHIBIT 10.19(a)

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE
PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY
THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON
STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR
ASSIGNED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE
1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT.

                                 ASPENBIO, INC.

                                 PROMISSORY NOTE


$200,000 U.S.                                                       JULY 5, 2002

         FOR VALUE RECEIVED, ASPENBIO, INC., a Colorado corporation (the
"COMPANY"), hereby promises to pay to the order of CAMBRIDGE HOLDINGS, LTD., a
Colorado corporation (the "HOLDER"), in lawful money of the United States at the
address of Holder set forth below, the principal amount of $200,000, together
with Interest (as hereinafter defined).

         This Note is made in connection with a Limited Continuing Guaranty (the
"GUARANTY") which will be provided by the Holder at the request of the Company
to secure a construction loan (the "CONSTRUCTION LOAN") which the Company is
obtaining from the FirstBank of Tech Center (the "BANK"). The Company is
obtaining the Loan from the Bank for the construction of a building in Castle
Rock, Colorado (the "BUILDING").

         This Note has been executed by Company on the date set forth above (the
"EFFECTIVE DATE").

         1. Interest. Except as otherwise provided herein, no interest shall
accrue on this Note. Upon the occurrence of an Event of Default and for so long
as such Event of Default continues, Interest shall accrue on the outstanding
principal amount of this Note at the rate per annum of the lower of 18% or the
maximum rate of interest permissible under any applicable law at any time (the
"DEFAULT INTEREST RATE").

         2. Maturity. Upon the occurrence of an Event of Default (as hereinafter
defined), all unpaid principal(to the extent of loss incurred by the Holder
pursuant to the Guaranty) and accrued Interest on this Note shall immediately
become due and, in the case of an Event of Default described in Sections 9.1 or
9.2 payable upon the written demand of Holder and, in the case of an Event of
Default described in Section 9.3, without any action by Holder. Upon payment in
full of all principal and Interest payable hereunder, this Note shall be
surrendered to Company for cancellation.

<PAGE>

         3. Application of Payments.

            3.1. Except as otherwise expressly provided herein, each payment of
outstanding principal amount and Interest on this Note shall be applied (i)
first to the repayment of any sums incurred by Holder for the payment of any
expenses in enforcing the terms of this Note, (ii) then to the payment of
Interest, and (iii) then to the reduction of the principal.

            3.2. Upon payment in full of the principal of, and accrued and
unpaid Interest on, this Note, this Note shall be marked "Paid in Full" and
returned to Company.

         4. Prepayment. This Note may be prepaid in part or in full at any time.

         5. Waiver of Notice. The Company hereby waives diligence, notice,
presentment, protest and notice of dishonor.

         6. Transfer of this Note. This Note may be transferred, provided that
such transfer complies with any applicable securities laws.

         7. Representations and Warranties of Company.

            7.1. Due Incorporation and Good Standing. Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Colorado, with full and adequate power to carry on and conduct its
business as presently conducted, and is duly licensed or qualified in all
foreign jurisdictions wherein the failure to be so qualified or licensed would
reasonably be expected to have a material adverse effect on the business of
Company.

            7.2. Due Authorization. Company has full right, power and authority
to enter into this Note, to make the borrowings and execute and deliver this
Note as provided herein and to perform all of its duties and obligations under
this Note. The execution and delivery of this Note will not, nor will the
observance or performance of any of the matters and things herein or therein set
forth, violate or contravene any provision of law or Company's bylaws or
articles of incorporation. All necessary and appropriate corporate action on the
part of Company has been taken to authorize the execution and delivery of this
Note.

            7.3. Enforceability. This Note has been validly executed and
delivered by Company and constitutes the legal, valid and binding obligations of
Company enforceable against it in accordance with its respective terms, subject
to applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors' right and to the availability of the
remedy of specific performance.

            7.4. Capitalization. All of Company's authorized and outstanding
equity securities (including securities convertible into equity securities) are
identified in the Company's Form S-1, Registration No. 333-86190, as filed with
the Securities and Exchange Commission on June 6, 2002.

            7.5. Compliance with Laws. The nature and transaction of Company's
business and operations and the use of its properties and assets do not and
during the term of this Note shall not, violate or conflict with in any material
respect any applicable law, statute, ordinance, rule, regulation or order of any
kind or nature.


                                       2
<PAGE>

            7.6. Absence of Conflicts. The execution, delivery and performance
by Company of this Note, and the transactions contemplated hereby, do not
constitute a breach or default, or require consents under, any agreement,
permit, contract or other instrument to which Company is a party, or by which
Company is bound or to which any of the assets of Company is subject, or any
judgment, order, writ, decree, authorization or license to which any Company,
the assets of Company is bound or subject or any rule, regulations or statutes
and will not result in the creation of any lien upon any of the assets of
Company.

            7.7. Litigation and Taxes. There is no litigation or governmental
proceeding pending, or to the best knowledge of Company after due inquiry,
threatened, against Company. Company has duly filed all applicable income or
other tax returns and has paid all material income or other taxes when due.
There is no controversy or objection pending, or to the best knowledge of
Company after due inquiry, threatened in respect of any tax returns of Company.

            7.8. Indebtedness; Liens; Material Contracts. Except as set forth in
Schedule 1 attached hereto, (a) Company has incurred no indebtedness, or liens
or encumbrances on any of its assets, other than pursuant to purchase-money
loans or leases in the ordinary course of business, in all cases not exceeding
$50,000 in the aggregate and (b) Company has not entered into any contracts
involving payments of more than $50,000 in the aggregate or that are otherwise
material to Company's business.

            7.9. No Omissions or Misstatements. None of the information included
in this Note or other documents or information furnished or to be furnished by
Company, or any of its representations, contains any untrue statement of a
material fact or is misleading in any material respect or omits to state any
material fact. Copies of all documents referred to in herein have been delivered
or made available to Holder and constitute true and complete copies thereof and
include all amendments, schedules, appendices, supplements or modifications
thereto or waivers thereunder.

         8. Events of Default. The occurrence of any of following events (each
an "EVENT OF DEFAULT"), not cured in the applicable cure period or grace period,
if any, shall constitute an Event of Default of Company:

            8.1. a material breach of any representation, warranty, covenant or
the other provisions of this Note, which is not cured within 5 days following
notice thereof to Company;

            8.2. any action is undertaken by the Bank to enforce the Guaranty,
including but not limited to, the Bank declaring the Holder's obligations under
the Guaranty due and payable, collection of the Holder's obligations under the
Guaranty or possession of any collateral for the Holder's obligations under the
Guaranty;

            8.3. (i) the application for the appointment of a receiver or
custodian for Company or the property of Company, (ii) the entry of an order for
relief or the filing of a petition by or against Company under the provisions of
any bankruptcy or insolvency law, (iii) any assignment for the benefit of
creditors by or against Company, (iv) Company becomes insolvent; or (v)
Company's default under the Construction Loan.


                                       3
<PAGE>

         9. Miscellaneous.

            9.1. Successors and Assigns. Subject to the exceptions specifically
set forth in this Note, the terms and conditions of this Note shall inure to the
benefit of and be binding upon the respective executors, administrators, heirs,
successors and assigns of the parties.

            9.2. Loss or Mutilation of Note. Upon receipt by Company of evidence
satisfactory to Company of the loss, theft, destruction or mutilation of this
Note, together with indemnity reasonably satisfactory to Company, in the case of
loss, theft or destruction, or the surrender and cancellation of this Note, in
the case of mutilation, Company shall execute and deliver to Holder a new Note
of like tenor and denomination as this Note. Principal is payable only to the
registered Holder of this Note.

            9.3. Titles and Subtitles. The titles and subtitles of the Sections
of this Note are used for convenience only and shall not be considered in
construing or interpreting this agreement.

            9.4. Notices. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be delivered personally or by
facsimile (receipt confirmed electronically) or shall be sent by a reputable
express delivery service or by certified mail, postage prepaid with return
receipt requested, addressed as follows:

                  if to Company to:

                  AspenBio, Inc.
                  8100 Southpark Way, Building B-1
                  Littleton, Colorado 80120
                  Attn:    Roger D. Hurst
                  Fax:     (303) 794-2000

                  with a copy to:

                  Krendl Krendl Sachnoff & Way PC
                  370 17th Street, Suite 5350
                  Denver, Colorado  80202
                  Telephone:  (303) 629-2600
                  Facsimile :  (303) 629-2606
                  Attention:  Cathy S. Krendl, Esq.

                  and

                  Patton Boggs LLP
                  1660 Lincoln Street, Suite 1900
                  Denver, Colorado  80202
                  Telephone:  (303) 830-1776
                  Facsimile:  (303) 894-9239
                  Attention:  Robert M. Bearman, Esq.


                                       4
<PAGE>

                  if to Holder to:

                  Cambridge Holdings, Ltd.
                  106 South University, #14
                  Denver, CO  80209
                  Fax:     (303) 722-4011
                  Attention:  Gregory Pusey, President

Either party hereto may change the above specified recipient or mailing address
by notice to the other party given in the manner herein prescribed. All notices
shall be deemed given on the day when actually delivered as provided above (if
delivered personally or by facsimile, provided that any such facsimile is
received during regular business hours at the recipient's location) or on the
day shown on the return receipt (if delivered by mail or delivery service).

            9.5. Note Holder Not Shareholder. This Note does not confer upon
Holder any right to vote or to consent to or to receive notice as a shareholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder.

            9.6. Governing Law. The terms of this Note shall be construed in
accordance with the laws of the State of Colorado. The jurisdiction and venue
shall be in court situated in the City and County of Denver, Colorado.

            9.7. Waiver and Amendment. Any term of this Note may be amended,
waived or modified with the written consent of Company and Holder of this Note.

            9.8. Remedies; Attorneys Fees. No delay or omission by Holder in
exercising any of its rights, remedies, powers or privileges hereunder or at law
or in equity and no course of dealing between Holder and the undersigned or any
other person shall be deemed a waiver by Holder of any such rights, remedies,
powers or privileges, even if such delay or omission is continuous or repeated,
nor shall any single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise thereof by Holder or the
exercise of any other right, remedy, power or privilege by Holder. The rights
and remedies of Holder described herein shall be cumulative and not restrictive
of any other rights or remedies available under any other instrument, at law or
in equity. If an Event of Default occurs, Company agrees to pay, in addition to
the principal and Interest payable hereunder, reasonable attorneys' fees and any
other costs incurred by Holder in connection with its pursuit of its remedies
under this Note.


                                       5
<PAGE>

         IN WITNESS WHEREOF, Company has caused this Note to be signed in its
name this 5th day of July, 2002.


ASPENBIO, INC.

By:
         ----------------------------
         Name:
         Title:


                                       6
<PAGE>


                                   SCHEDULE 1


1.   Promissory Note issued to Roger Hurst, approximate outstanding principal
     amount of $625,000 as of the Effective Date.

2.   Promissory Note issued to Roger Hurst, approximate outstanding principal
     amount of $267,500 as of the Effective Date.

3.   Promissory Note issued to Roger Hurst, approximate outstanding principal
     amount of $29,775 as of the Effective Date.

4.   Equipment Lease with Colorado Business Leasing, approximate outstanding
     principal amount of $150,000 as of the Effective Date.

5.   License Agreement with the University of Wyoming.

6.   License Agreement with the University of Idaho.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19(B)
<SEQUENCE>10
<FILENAME>d95933a2exv10w19xby.txt
<DESCRIPTION>WARRANT DATED JULY 5, 2002
<TEXT>
<PAGE>

                                                                EXHIBIT 10.19(b)

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

               VOID AFTER 5:00 P.M. MOUNTAIN TIME ON JULY 5, 2005

               WARRANT TO PURCHASE 100,000 SHARES OF COMMON STOCK

                                 ASPENBIO, INC.

No. W-18

         FOR VALUE RECEIVED, AspenBio, Inc. (the "Company"), a Colorado
corporation with its principal offices located at 8100 Southpark Way, Bldg. B-1,
Littleton, CO 80120, hereby certifies that Cambridge Holdings, Ltd., whose
address is 106 South University, #14, Denver, CO 80209 (the "Holder") is
entitled, subject to the provisions of this Warrant, to purchase from the
Company, at any time, or from time to time during the period commencing on the
date hereof and expiring at 5:00 p.m. Mountain Time, on July 5, 2005 (the
"Expiration Date"), up to One Hundred Thousand (100,000) fully paid and
non-assessable shares of the Company's Common Stock (the "Warrant Stock") at a
price of $1.50 per share (the "Exercise Price"). The number of shares of Warrant
Stock and the Exercise Price may be adjusted from time to time as hereinafter
set forth.

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

         1. Exercise of Warrant.

                  1.1 Exercise Procedures. Subject to the limitations set forth
below in this Section 1 and in Section 6 hereof, this Warrant may be exercised
in whole or in part, during the period expiring at 5:00 p.m. Mountain Time on
the Expiration Date or, if such day is a day on which banking institutions in
Denver, Colorado are authorized by law to close, then on the next succeeding day
that shall not be such a day, by presentation and surrender of this Warrant to
the Company at its principal office, or at the office of its transfer agent, if
any, with the Warrant Exercise Form attached hereto duly executed and
accompanied by payment (either in cash or by certified or official bank check,
payable to the order of the Company) of the Exercise Price for the number of
shares specified in such form and instruments of transfer, if appropriate, duly
executed by the Holder or his or her duly authorized attorney. As soon as
practicable after each such exercise of the Warrants the Company shall issue and
deliver to the Holder a certificate or certificates for the



<PAGE>

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

         1.2 Conversion Right.

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

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

                  b. The Conversion Right may be exercised by the Holder by the
surrender of the Warrant at the principal office of the Company or at the office
of the Company's transfer agent, if any, together with a written statement
specifying that the Holder thereby intends to exercise the Conversion Right and
indicating the number of shares of Warrant Stock subject to the Warrant which
are being surrendered (referred to in subparagraph 1.2(a) above as the
Conversion Shares) in exercise of the Conversion Right. Such conversion shall be
effective upon receipt by the Company of the Warrant, or on such later date as
is specified therein (the "Conversion Date"), but not later than the Expiration
Date. Certificates for the shares issuable upon exercise of the Conversion
Right, together with a check in payment of any fractional amount and, in the
case of a partial exercise a new Warrant evidencing the Warrant Stock remaining
subject to the Warrant, shall be issued as of the Conversion Date and shall be
delivered to the Holder within seven days following the Conversion Date.



                                       2
<PAGE>

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

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

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

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

         2. Fractional Shares. The Company shall not be required to issue a
fractional share upon the exercise of this Warrant, and except as provided in
Section 1.2, the aggregate number of shares issuable will be rounded up or down
to the nearest full share.

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

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

         5. Anti-Dilution Provisions.

                  5.1 Adjustment for Recapitalization. If the Company shall at
any time subdivide all its outstanding shares of Common Stock (or other
securities at the time receivable upon the exercise of the Warrant) by
recapitalization, reclassification or split-up thereof, or if the Company shall
declare a stock dividend or distribute shares of Common Stock to all of its
stockholders without receipt of cash payment or other valid consideration, the
number of shares of Common



                                       3
<PAGE>

Stock subject to this Warrant immediately prior to such subdivision, dividend or
distribution shall be proportionately increased, and if the Company shall at any
time combine the outstanding shares of Common Stock by recapitalization,
reclassification or combination thereof, the number of shares of Common Stock
subject to this Warrant immediately prior to such combination shall be
proportionately decreased. Any such adjustment and adjustment to the Exercise
Price pursuant to this Section 5.1 shall be effective at the close of business
on the effective date of such subdivision or combination or if any adjustment is
the result of a stock dividend or distribution then the effective date for such
adjustment based thereon shall be the record date therefor.

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

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

                  5.3 Adjustment for Issuances Below the Exercise Price. If the
Company shall issue any additional shares of Common Stock without consideration
or for a consideration per share less than $1.50 per share (as appropriately
adjusted for any combinations or divisions or recapitalizations affecting the
Common Stock after issuance of this Warrant), on such date, the Exercise Price
in effect immediately prior to each such issuance shall forthwith be adjusted,
as follows: (i) if such issuance occurs before December 31, 2002, to a price
equal to the issuance price (and if the issuance is without consideration, then
to $.01 per share); and (ii) if the issuance occurs during the period commencing
after December 31, 2002 and ending on the Expiration Date, to a price equal to a
price determined by multiplying the Exercise Price by a fraction, the numerator
of which shall be the sum of (w) the number of shares of Common Stock
outstanding immediately prior to such issuance and (x) the number of shares of
Common Stock that the aggregate consideration received by the Company for such
issuance would purchase at $1.50 per share; and the denominator of which shall
be the sum of (y) the number of shares of Common Stock outstanding immediately
prior to such issuance and (z) the number of additional shares of such Common
Stock. For purposes of this Section 5.3, if any securities are issued by the
Company which are convertible into Common Stock or which may be exercised to
acquire Common Stock,



                                       4
<PAGE>

then the aggregate maximum number of shares of Common Stock deliverable upon
conversion or exercise of the securities assuming the satisfaction of any
conditions to convertibility or exercisability, shall be deemed to have been
issued at the time such securities were issued. Upon the termination or
expiration of the convertibility or exercisability of any such securities, the
Exercise Price, to the extent in any way affected by or computed using such
securities, shall be recomputed to reflect the issuance of only the number of
shares of Common Stock actually issued upon the conversion or exercise of such
securities. Notwithstanding anything herein to the contrary, any shares of
Common Stock issued by the Company after the date hereof pursuant to: (i) the
exercise of options outstanding on the date hereof to purchase 200,000 shares of
Common Stock at an exercise price of $1.00 per share; (ii) the exercise of
options issued under the 2002 Stock Incentive Plan outstanding on the date
hereof to purchase 400,000 shares of Common Stock at an exercise price of $1.25
per share; (iii) the exercise of warrants outstanding on the date hereof to
purchase 830,000 shares of Common Stock at an exercise price of $1.00 per share;
or (iv) an agreement approved by the Company's Board of Directors between the
Company and a third party regarding such third party's development for or
together with or sale to Company of technology, know-how or intellectual
property which provides for the issuance of up to 5% of the issued and
outstanding Common Stock as of the date hereof, shall not result in any
adjustment of the Exercise Price pursuant to this Section 5.3.

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

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

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

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



                                       5
<PAGE>

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

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

         9. Registration Rights. The Holder shall be entitled to certain
registration rights as set forth in the Investor Rights Agreement between the
Company and the Holder, dated as of the date hereof.

         10. Representations and Warranties of the Company.

                  a. Due Incorporation and Good Standing. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Colorado, with full and adequate power to carry on and conduct
its business as presently conducted, and is duly licensed or qualified in all
foreign jurisdictions wherein the failure to be so qualified or licensed would
reasonably be expected to have a material adverse effect on the business of the
Company.

                  b. Due Authorization. The Company has full right, power and
authority to enter into, execute and deliver this Warrant and to perform all of
its duties and obligations under this Warrant. The execution and delivery of
this Warrant will not, nor will the observance or performance of any of the
matters and things herein or therein set forth, violate or contravene any
provision of the law or the Company's bylaws or articles of incorporation. All
necessary and appropriate corporate action on the part of the Company has been
taken to authorize the execution and delivery of this Warrant.

                  c. Enforceability. This Warrant has been validly executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company enforceable against it in accordance with its respective terms,
subject to applicable bankruptcy, insolvency, reorganization or similar laws
relating to or affecting the enforcement of creditors' right and to the
availability of the remedy of specific performance.



                                       6
<PAGE>

                  d. Absence of Conflicts. The execution, delivery and
performance by the Company of this Warrant, and the transactions contemplated
hereby, do not constitute a breach or default, or require consents under, any
agreement, permit, contract or other instrument to which the Company is a party,
or by which the Company is bound, or to which any Company assets are subject, or
any judgment, order, writ, decree, authorization or license to which the
Company, or the assets of the Company are bound or subject to, or any rule,
regulations or statues and will not result in the creation of any lien upon any
of the assets of the Company.

                  e. Issuance Upon Exercise. The Company shall reserve an
adequate number of shares of Common Stock for exercise of this Warrant. Upon
exercise of this Warrant upon the terms and conditions of this Warrant, the
Warrant Stock shall be validly issued, fully paid and nonassessable.

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

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

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

                                    ASPENBIO, INC., a Colorado corporation



Dated: July 5, 2002                 By:
                                       -----------------------------------------
                                                  Authorized Officer





                                       7
<PAGE>

                              WARRANT EXERCISE FORM

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


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

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

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




<PAGE>

                                 ASSIGNMENT FORM


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

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

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

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


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

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



<PAGE>

                        WARRANT CONVERSION EXERCISE FORM

TO:      AspenBio, Inc.

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

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

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

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

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

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

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


<PAGE>

                        CALCULATION OF WARRANT CONVERSION


                       Net Value of the Conversion Shares
                              Current Market Price

Current Market Price Per Share      $
                                     -------------------------

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

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

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

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

Cash in Lieu of Fractional Shares   $                           (1)
                                     ---------------------------

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






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19(C)
<SEQUENCE>11
<FILENAME>d95933a2exv10w19xcy.txt
<DESCRIPTION>INVESTOR RIGHTS AGREEMENT DATED JULY 5, 2002
<TEXT>
<PAGE>
                                                                EXHIBIT 10.19(c)

                            INVESTOR RIGHTS AGREEMENT

          THIS INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into this
5th day of July, 2002, by and between AspenBio, Inc., a Colorado corporation
(the "Company") and Cambridge Holdings, Ltd., a Colorado corporation (the
"Purchaser").

                                    RECITALS

     A. On the date hereof, the Purchaser acquired from the Company a note in
the principal amount of $200,000 (the "Note") and a warrant to purchase up to
100,000 shares of Common Stock (the "Warrant") in consideration of the
Purchaser's agreement to advance funds on behalf of the Company in connection
with a Limited Continuing Guaranty, made by the Purchaser to the First Bank of
Tech Center in connection with the Company's construction loan obtained from the
Bank.

     B. The Purchaser required that the Company enter into this Agreement to
provide rights for the Purchaser as a condition to the Purchaser's agreement to
advance funds to the Company.

                             STATEMENT OF AGREEMENT

     NOW THEREFORE, in consideration of the premises and of the respective
covenants and provisions herein contained, and intending to be legally bound
hereby, the parties agree as follows:

1.   Certain Definitions.

     As used in this Agreement, the following terms shall have the meanings
ascribed to them below:

     "Affiliate" means (i) with respect to any Person, any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person or (ii) with respect to any individual, the
spouse, child, step-child, grandchild, niece, nephew or parent of such Person,
or the spouse thereof.

     "Common Stock" means the Common Stock of the Company and any equity
securities issued or issuable with respect to the Common Stock in connection
with a reclassification, recapitalization, merger, consolidation or other
reorganization.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

<PAGE>

     "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivisions thereof.

     "Registrable Securities" means any (i) shares of Common Stock issuable or
issued upon exercise of the Warrant, (ii) any shares of Common Stock Purchaser
now owns or hereinafter acquires, and (iii) any other shares of Common Stock
issued or issuable, directly or indirectly, with respect to the Common Stock
referenced in clauses (i) or (ii) or by way of stock dividend, stock split or
combination of shares. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when (a) a registration
statement filed pursuant to a Demand Registration Request (as defined in Section
2.2 herein) with respect to such securities shall have been declared effective
under the Securities Act and the Company has materially complied with Section
2.3(b) herein, or (b) such securities shall have been disposed of in accordance
with a registration described in Section 2.1 herein ("Piggyback Registration"),
or (c) such securities shall have been sold pursuant to Rule 144 (or any
successor provision) under the Securities Act, or (d) such securities are
eligible for sale under Rule 144(k) (or any successor provision) under the
Securities Act. Provided, however, that Registrable Securities which otherwise
would cease to be considered Registrable Securities as a result of item (a)
above shall remain Registrable Securities solely for the purposes of Section 2.1
herein.

     "SEC" means the United States Securities and Exchange Commission. ---

     "Securities Act" means the Securities Act of 1933, as amended.

2.   Registration Rights.

          2.1 Piggyback Registrations.

               (a) Piggyback Registrations. If, at any time between September
     30, 2002 and June 30, 2005 the Company proposes to register its Common
     Stock under the Securities Act in connection with the public offering of
     Common Stock (other than a registration relating solely to the sale of
     Common Stock to participants in an employee benefit plan or with respect to
     any corporate reorganization or other transaction under Rule 145 of the
     Securities Act) whether or not for its own account, the Company shall give
     prompt written notice of its intention to do so to the Purchaser. Upon the
     written request of the Purchaser made within 15 days following the receipt
     of any such written notice (which request shall specify the Registrable
     Securities intended to be disposed of by the Purchaser and the intended
     method of distribution thereof), the Company shall cause all such
     Registrable Securities to be registered under the Securities Act (with the
     securities which the Company at the time proposes to register) to permit
     the sale or other disposition by the Purchaser (in accordance with the
     intended method of distribution thereof) of the Registrable Securities to
     be so registered.

               (b) Abandonment or Delay. If, at any time after giving written
     notice of its intention to register its Common Stock and prior to the
     effective date of the registration statement filed in connection with such
     registration, the Company shall

                                       2
<PAGE>

     determine for any reason not to register or to delay registration of its
     Common Stock, the Company may, at its election, give written notice of such
     determination to the Purchaser and (i) in the case of a determination not
     to register, shall be relieved of its obligation to register any
     Registrable Securities in connection with such abandoned registration,
     without prejudice, however, to the rights of the Purchaser under Section
     2.1(a), and (ii) in the case of a determination to delay such registration
     of its Common Stock shall be permitted to delay the registration of such
     Registrable Securities for the same period as the delay in registering its
     Common Stock.

               (c) The Purchaser's Right to Withdraw. The Purchaser shall have
     the right to withdraw his request for inclusion of his Registrable
     Securities in any registration statement pursuant to this Section 2.1 by
     giving written notice to the Company of his request to withdraw.

               (d) Underwriting Requirements. In connection with any offering
     involving an underwriting of the Common Stock, the Company shall not be
     required under Section 2.1 to include any of the Registrable Securities in
     such underwriting unless the Purchaser accepts the terms of the
     underwriting as agreed upon between the Company and the underwriters
     selected by it (or by other Persons entitled to select the underwriters),
     and then only in such quantity as the underwriters determine in their sole
     discretion will not jeopardize the success of the offering by the Company.
     If the total amount of securities, including Registrable Securities,
     requested by Persons to be included in such offering exceeds the amount of
     securities that the underwriters determine in their sole discretion is
     compatible with the success of the offering, then the Company shall be
     required to include in the offering only that number of shares of Common
     Stock, including Registrable Securities, which the underwriters determine
     in their discretion will not jeopardize the success of the offering (the
     securities so included to be apportioned pro rata among the Persons that
     have requested securities to be included in such offering according to the
     total amount of securities entitled to be included therein owned by each
     Person or in such proportions as shall mutually be agreed to by such
     Persons). In the event that the underwriters determine that the total
     amount of securities requested to be included in the offering exceeds the
     amount that the underwriters determine is compatible with the success of
     the offering, then the underwriters shall provide written notice of such
     determination to the Purchaser.

          2.2 Demand Registration.

               (a) Request for Registration. Except as provided in Section
     2.2(e) below, the Purchaser shall be entitled to one Demand Registration
     Request as defined herein. Subject to Section 2.2(c), at any time between
     September 30, 2002 and June 30, 2005 the Purchaser shall have the right to
     require the Company to file a registration statement under the Securities
     Act covering the Registrable Securities, by delivering a written request
     therefor to the Company specifying the Registrable Securities to be
     included in such registration by the Purchaser and the intended method of
     distribution thereof. Any such request pursuant to this Section 2.2(a) is
     referred to herein as the

                                       3
<PAGE>

     "Demand Registration Request" and the registration so requested is referred
     to herein as the "Demand Registration".

               (b) Registration. The Company shall, as expeditiously as possible
     following the Demand Registration Request, use commercially best efforts to
     effect such registration under the Securities Act (including, without
     limitation, by means of a shelf registration pursuant to Rule 415 under the
     Securities Act if so requested and if the Company is then eligible to use
     such a registration) of the Registrable Securities which the Company has
     been so requested to register, for distribution in accordance with such
     intended method of distribution.

               (c) Limitations on Requested Registration. The rights of the
     Purchaser to request the Demand Registration pursuant to Section 2.2(a) are
     subject to the following limitations: (i) the Purchaser shall not be
     entitled to a Demand Registration Request if the Purchaser has not
     converted the Note, or some portion of the Note, into a minimum of 133,334
     shares of Common Stock, (ii) except as provided in Section 2.2(e), in no
     event shall the Purchaser be entitled to more than one Demand Registration
     Request, (iii) if the request is made prior to December 31, 2002 and the
     Board of Directors of the Company makes a reasonable good faith
     determination that the payment of the legal and accounting fees and other
     pertinent expenses incident to the filing and prosecution of the
     registration statement would have a material adverse effect on the
     financial condition of the Company, the Company shall not be required to
     comply with the Demand Registration Request, or (iv) if the Purchaser has
     participated in a Demand Registration in a 90 day period preceding the
     request. Notwithstanding anything in this Section 2.2(c) to the contrary,
     the Company shall be required to comply with the Demand Registration
     Request if the Purchaser agrees to pay such expenses.

               (d) Company Registration. During the period starting with the
     date of filing of, and ending on a date 180 days after the effective date
     of, a registration subject to Section 2.1 hereof, the Company shall not be
     obligated to effect, or take any action to effect, any registration
     pursuant to this Section 2.2; provided that the Company is actively
     employing good faith and commercially best efforts to cause such
     registration statement to become effective. In the event that the Company
     determines not to pursue a registration or to withdraw a registration that
     has been filed, notice of such action will be provided promptly by the
     Company to the Purchaser.

               (e) Underwriting Requirements. If the Purchaser intends to
     distribute the Registrable Securities by means of an underwriting, he shall
     so advise the Company as a part of his request made pursuant to Section
     2.2(a). The underwriter will be selected by the Purchaser and shall be
     reasonably acceptable to the Company. All Persons, including the Purchaser,
     proposing to distribute their Common Stock through such underwriting shall
     (together with the Company as provided in Section 2.7) enter into an
     underwriting agreement in customary form with the underwriter or
     underwriters selected for such underwriting. Notwithstanding any other
     provisions of this Section 2.2, if the underwriter advises the Purchaser in
     writing that marketing factors require a limitation of the number of shares
     to be underwritten, then the number of shares of Registrable

                                       4
<PAGE>

     Securities and other securities that may be included in the underwriting
     shall be allocated among the Purchaser and other Persons whose Common Stock
     the Company has agreed may be included in the offering (collectively, the
     "Selling Shareholders") in proportion (as nearly practicable) to the amount
     of Common Stock owned by the Purchaser and the other Selling Shareholders;
     provided, however, that the number of shares of Registrable Securities or
     Common Stock of the Selling Shareholders the Company has agreed may be
     included in the offering shall not be reduced unless all other securities
     of the Company, for its own account, are first entirely excluded from the
     underwriting and registration.

          2.3 Registration Procedures. If and whenever the Company is required
by the provisions of this Agreement to use commercially best efforts to effect
or cause the registration of any Registrable Securities under the Securities Act
as provided in this Agreement, the Company shall, as expeditiously as possible:

               (a) prepare and file with the SEC a registration statement on an
     appropriate registration form of the SEC for the disposition of such
     Registrable Securities in accordance with the intended method of
     disposition thereof, which form (i) shall be selected by the Company and
     (ii) shall, in the case of a shelf registration, be available for the sale
     of the Registrable Securities by the Purchaser and such registration
     statement shall comply as to form in all material respects with the
     requirements of the applicable form and include all financial statements
     required by the SEC to be filed therewith, and the Company shall use its
     best efforts to cause such registration statement to become effective
     (provided, however, that before filing a registration statement or
     prospectus or any amendments or supplements thereto, or comparable
     statements under securities or blue sky laws of any jurisdiction, the
     Company will furnish to one counsel for the Purchaser participating in the
     planned offering and the underwriters, if any, copies of all such documents
     proposed to be filed (including all exhibits thereto), which documents will
     be subject to the reasonable review and reasonable comment of such counsel,
     and the Company shall not file any registration statement or amendment
     thereto or any prospectus or supplement thereto to which the underwriters,
     if any, shall reasonably object in writing);

               (b) prepare and file with the SEC such amendments and supplements
     to such registration statement and the prospectus used in connection
     therewith as may be necessary to keep such registration statement effective
     for such period (which shall not be required to exceed 180 days in the case
     of a Demand Registration and shall not exceed 90 days for all other
     registrations unless mutually agreed to in writing by the parties) as any
     seller of Registrable Securities pursuant to such registration statement
     shall request and to comply with the provisions of the Securities Act with
     respect to the sale or other disposition of all Registrable Securities
     covered by such registration statement in accordance with the intended
     methods of disposition by the seller or sellers thereof set forth in such
     registration statement;

               (c) furnish, without charge, to the Purchaser and each
     underwriter, if any, of the securities covered by such registration
     statement such number of copies of such registration statement, each
     amendment and supplement thereto (in each case

                                       5
<PAGE>

     including all exhibits), and the prospectus included in such registration
     statement (including each preliminary prospectus) in conformity with the
     requirements of the Securities Act, and other documents, as the Purchaser
     and underwriter may reasonably request in order to facilitate the public
     sale or other disposition of the Registrable Securities owned by the
     Purchaser (the Company hereby consenting to the use in accordance with
     applicable law of each such registration statement (or amendment or
     post-effective amendment thereto) and each such prospectus (or preliminary
     prospectus or supplement thereto) by the Purchaser and the underwriters, if
     any, in connection with the offering and sale of the Registrable Securities
     covered by such registration statement or prospectus);

               (d) use its best efforts to register or qualify the Registrable
     Securities covered by such registration statement under such other
     securities or "blue sky" laws of such jurisdictions as the Purchaser or any
     managing underwriter, if any, shall reasonably request in writing, and do
     any and all other acts and things which may be reasonably necessary or
     advisable to enable such sellers or underwriter, if any, to consummate the
     disposition of the Registrable Securities in such jurisdictions, except
     that in no event shall the Company be required to qualify to do business as
     a foreign corporation in any jurisdiction where it would not, but for the
     requirements of this paragraph (d), be required to be so qualified, to
     subject itself to taxation in any such jurisdiction or to consent to
     general service of process in any such jurisdiction;

               (e) promptly notify the Purchaser and each managing underwriter,
     if any: (i) when the registration statement, any pre-effective amendment,
     the prospectus or any prospectus supplement related thereto or
     post-effective amendment to the registration statement has been filed and,
     with respect to the registration statement or any post-effective amendment,
     when the same has become effective; (ii) of any request by the SEC or state
     securities authority for amendments or supplements to the registration
     statement or the prospectus related thereto or for additional information;
     (iii) of the issuance by the SEC of any stop order suspending the
     effectiveness of the registration statement or the initiation of any
     proceedings for that purpose; (iv) of the receipt by the Company of any
     notification with respect to the suspension of the qualification of any
     Registrable Securities for sale under the securities or blue sky laws of
     any jurisdiction or the initiation of any proceeding for such purpose; (v)
     of the existence of any fact of which the Company becomes aware which
     results in the registration statement, the prospectus related thereto or
     any document incorporated therein by reference containing an untrue
     statement of a material fact or omitting to state a material fact required
     to be stated therein or necessary to make any statement therein not
     misleading; and (vi) if at any time the representations and warranties
     contemplated by Section 3 below cease to be true and correct in all
     material respects, and, if the notification relates to an event described
     in clause (v), the Company shall promptly prepare and furnish to each such
     seller and each underwriter, if any, a reasonable number of copies of a
     prospectus supplemented or amended so that, as thereafter delivered to the
     purchasers of such Registrable Securities, such prospectus shall not
     include an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein in the light of the circumstances under which they were made not
     misleading;

                                       6
<PAGE>

               (f) enter into such customary agreements (including, if
     applicable, an underwriting agreement) and take such other actions as the
     Purchaser shall reasonably request in order to expedite or facilitate the
     disposition of such Registrable Securities. The Persons who are holders of
     the Registrable Securities which are to be distributed by such underwriters
     shall be parties to such underwriting agreement and may, at their option,
     require that the Company make to and for the benefit of such Persons the
     representations, warranties and covenants of the Company which are being
     made to and for the benefit of such underwriters and which are of the type
     customarily provided in secondary offerings;

               (g) if an opinion or letter from (i) the Company's counsel or
     (ii) an independent accountant of the Company is delivered to any
     underwriters in the offering, the Company shall furnish to the Purchaser, a
     copy of such opinion and letter addressed to the Purchaser;

               (h) delivery promptly to the Purchaser and each underwriter, if
     any, copies of all correspondence between the Commission and the Company,
     its counsel or auditors and any memoranda relating to discussions with the
     Commission or its staff with respect to the registration statement, other
     than those portions of any such memoranda which contain information subject
     to attorney-client privilege with respect to the Company, and, upon receipt
     of such confidentiality agreements as the Company may reasonably request,
     make reasonably available for inspection by the Purchaser, by any
     underwriter, if any, participating in any disposition to be effected
     pursuant to such registration statement and by any attorney, accountant or
     other agent retained by the Purchaser or any such underwriter, all
     pertinent financial and other records, pertinent corporate documents and
     properties of the Company, and cause all of the Company's officers,
     directors and employees to supply all information reasonably requested by
     the Purchaser, underwriter, attorney, accountant or agent in connection
     with such registration statement provided the recipient of such information
     seeks such information in good faith and for a proper purpose;

               (i) make reasonably available its employees and personnel and
     otherwise provide reasonable assistance to the underwriters (taking into
     account the needs to the Company's businesses and the requirements of the
     marketing process) in the marketing of Registrable Securities in any
     underwritten offering;

               (j) cooperate with the Purchaser and the managing underwriters,
     if any, to facilitate the timely preparation and delivery of certificates
     not bearing any restrictive legends representing the Registrable Securities
     to be sold, and cause such Registrable Securities to be issued in such
     denominations and registered in such names in accordance with the
     underwriting agreement prior to any sale of Registrable Securities to the
     underwriters or, if not an underwritten offering, in accordance with the
     instructions of the selling holders of the Registrable Securities at least
     three business days prior to any sale of Registrable Securities; and

                                       7
<PAGE>

               (k) take all such other commercially reasonable actions as are
     necessary or advisable in order to expedite or facilitate the disposition
     of such Registrable Securities.

          2.4 Registration Expenses.

               (a) "Expenses" shall mean any and all fees and expenses incident
     to the Company's performance of or compliance with this Article 2,
     including, without limitation: (i) SEC, stock exchange or NASD
     registration, listing and filing fees and all listing fees and fees with
     respect to the including of securities in NASDAQ, (ii) fees and expenses of
     compliance with state securities or "blue sky" laws and in connection with
     the preparation of a "blue sky" survey, including without limitation,
     reasonable fees and expenses of blue sky counsel, (iii) printing and
     copying expenses, (iv) messenger and delivery expenses, (v) fees and
     disbursements of counsel for the Company, (vi) fees and disbursements of
     all independent public accountants (including the expenses of any audit
     and/or "cold comfort" letter) and fees and expenses of other persons,
     including special experts, retained by the Company, and (vii) any other
     fees and disbursements of underwriters, if any, customarily paid by issuers
     or sellers of securities (collectively, "Expenses").

               (b) The Company shall pay all Expenses with respect to any Demand
     Registration, whether or not it becomes effective or remains effective for
     the period contemplated by Section 2.3(b), and with respect to any
     registration effected under Section 2.1.

               (c) Notwithstanding the foregoing, (x) the provisions of this
     Section 2.4 shall be deemed amended to the extent necessary to cause these
     expense provisions to comply with "blue sky" laws of each state in which
     the offering is made and (y) in connection with any registration hereunder,
     the Purchaser shall pay all underwriting discounts and commissions and any
     transfer taxes, if any, attributable to the sale of his Registrable
     Securities, pro rata with respect to payments of discounts and commissions
     in accordance with the number of shares sold in the offering by the
     Purchaser, and (z) the Company shall, in the case of all registrations
     under this Article 2, be responsible for all its internal expenses
     (including, without limitation, all salaries and expenses of its officers
     and employees performing legal or accounting duties).

          2.5 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 with
respect to the Registrable Securities of the Purchaser that the Purchaser shall
furnish to the Company such information regarding himself, the Registrable
Securities held by him, and the intended method of disposition of such
securities as shall be required to effect the registration of the Purchaser's
Registrable Securities.

                                       8
<PAGE>

          2.6 Indemnification.

               (a) In the event of any registration of any securities of the
     Company under the Securities Act pursuant to this Article 2, the Company
     will, and hereby does, indemnify and hold harmless, to the fullest extent
     permitted by law, the Purchaser, its agents and representatives against any
     and all losses, claims, damages or liabilities, joint or several, actions
     or proceedings (whether commenced or threatened) in respect thereof
     ("Claims") and expenses (including reasonable fees of counsel and any
     amounts paid in any settlement effected with the Company's consent, which
     consent shall not be unreasonably withheld or delayed) to which such
     indemnified party may become subject under the Securities Act or otherwise,
     insofar as such Claims or expenses arise out of or are based upon (i) any
     untrue statement or alleged untrue statement of a material fact contained
     in any registration statement under which such securities were registered
     under the Securities Act, together with the documents incorporated by
     reference therein, or the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, or (ii) any untrue statement or alleged
     untrue statement of a material fact contained in any preliminary, final or
     summary prospectus or any amendment or supplement thereto, together with
     the documents incorporated by reference therein, or the omission or alleged
     omission to state therein a material fact required to be stated therein or
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; provided,
     however, that the Company shall not be liable to such indemnified party in
     any such case to the extent such Claim or expense arises out of or is based
     upon any untrue statement or alleged untrue statement of a material fact or
     omission or alleged omission of a material fact in such registration
     statement or amendment thereof or supplement thereto or in any such
     prospectus or any preliminary, final or summary prospectus in reliance upon
     and in conformity with written information furnished to the Company by or
     on behalf of such indemnified party specifically for use therein. Such
     indemnity and reimbursement of expenses shall remain in full force and
     effect regardless of any investigation made by or on behalf of such
     indemnified party and shall survive the transfer of such securities by such
     seller.

               (b) In the event of any registration of any securities of the
     Company under the Securities Act pursuant to this Article 2, the Purchaser
     will, and hereby does, indemnify and hold harmless, to the fullest extent
     permitted by law, the Company, its shareholders, directors, officers,
     agents and representatives, and each other person, if any, who controls the
     Company within the meaning of the Securities Act, against any and all
     losses, claims, damages or liabilities, joint or several, actions or
     proceedings (whether commenced or threatened) in respect thereof ("Claims")
     and expenses (including reasonable fees of counsel and any amounts paid in
     any settlement effected with the Purchaser's consent, which consent shall
     not be unreasonably withheld or delayed) to which each such indemnified
     party may become subject under the Securities Act or otherwise, insofar as
     such Claims or expenses arise out of or are based upon (i) any untrue
     statement or alleged untrue statement of a material fact contained in any
     registration statement under which such securities were registered under
     the Securities Act, together with the documents incorporated by reference
     therein, or the omission or

                                       9
<PAGE>

     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, or (ii)
     any untrue statement or alleged untrue statement of a material fact
     contained in any preliminary, final or summary prospectus or any amendment
     or supplement thereto, together with the documents incorporated by
     reference therein, or the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading; provided, however, that the Purchaser shall not
     be liable to any such indemnified party in any such case to the extent such
     Claim or expense arises out of or is based upon any untrue statement or
     alleged untrue statement of a material fact or omission or alleged omission
     of a material fact in such registration statement or amendment thereof or
     supplement thereto or in any such prospectus or any preliminary, final or
     summary prospectus unless it is contained in the written information
     furnished to the Company by or on behalf of the Purchaser specifically for
     use therein; provided, further, that the obligation to indemnify will be
     limited to the amount of proceeds received by the Purchaser from the sale
     of Registrable Securities pursuant to such registration statement. Such
     indemnity and reimbursement of expenses shall remain in full force and
     effect regardless of any investigation made by or on behalf of such
     indemnified party and shall survive the transfer of such securities by the
     Purchaser.

               (c) Any person entitled to indemnification under this Agreement
     shall notify promptly the indemnifying party in writing of the commencement
     of any action or proceeding with respect to which a claim for
     indemnification may be made pursuant to this Section 2.6, but the failure
     of any indemnified party to provide such notice shall not relieve the
     indemnifying party of its obligations under the preceding paragraphs of
     this Section 2.6, except to the extent the indemnifying party is materially
     prejudiced thereby and shall not relieve the indemnifying party from any
     liability which it may have to any indemnified party otherwise than under
     this Section 2. In case any action or proceeding is brought against an
     indemnified party and it shall notify the indemnifying party of the
     commencement thereof, the indemnifying party shall be entitled to
     participate therein and, unless in the reasonable opinion of outside
     counsel to the indemnified party a conflict of interest between such
     indemnified and indemnifying parties may exist in respect of such claim, to
     assume the defense thereof jointly with any other indemnifying party
     similarly noticed, to the extent that it chooses, with counsel reasonably
     satisfactory to such indemnified party, and after notice from the
     indemnifying party to such indemnified party that it so chooses, the
     indemnifying party shall not be liable to such indemnified party for any
     legal or other expenses subsequently incurred by such indemnified party in
     connection with the defense thereof other than reasonable costs of
     investigation; provided, however, that (i) if the indemnifying party fails
     to take reasonable steps necessary to defend diligently the action or
     proceeding within 20 days after receiving notice from such indemnified
     party that the indemnified party believes it has failed to do so; or (ii)
     if such indemnified party who is a defendant in any action or proceeding
     which is also brought against the indemnifying party reasonably shall have
     concluded that there may be one or more legal defenses available to such
     indemnified party which are not available to the indemnifying party; or
     (iii) if representation of both

                                       10
<PAGE>

     parties by the same counsel is otherwise inappropriate under applicable
     standards of professional conduct, then, in any such case, the indemnified
     party shall have the right to assume or continue its own defense as set
     forth above, and the indemnifying party shall be liable for any expenses
     therefor. No indemnifying party shall, without the written consent of the
     indemnified party, effect the settlement or compromise of, or consent to
     the entry of any judgment with respect to, any pending or threatened action
     or claim in respect of which indemnification or contribution may be sought
     hereunder (whether or not the indemnified party is an actual or potential
     party to such action or claim) unless such settlement, compromise or
     judgment (A) includes an unconditional release of the indemnified party
     from all liability arising out of such action or claim and (B) does not
     include a statement as to or an admission of fault, culpability or a
     failure to act, by or on behalf of any indemnified party.

               (d) If for any reason the foregoing indemnity is unavailable or
     is insufficient to hold harmless an indemnified party under Section 2.6 or
     each indemnifying party shall contribute to the amount paid or payable by
     such indemnified party as a result of any Claim in such proportion as is
     appropriate to reflect the relative fault of the indemnifying party, on the
     one hand, and the indemnified party, on the other hand, with respect to
     such offering of securities. The relative fault shall be determined by
     reference to, among other things, whether the untrue or alleged untrue
     statement of a material fact or the omission or alleged omission to state a
     material fact relates to information supplied by the indemnifying party or
     the indemnified party and the parties' relative intent, knowledge, access
     to information and opportunity to correct or prevent such untrue statement
     or omission. If, however, the allocation provided in the second preceding
     sentence is not permitted by applicable law, then each indemnifying party
     shall contribute to the amount paid or payable by such indemnified party in
     such proportion as is appropriate to reflect not only such relative faults
     but also the relative benefits of the indemnifying party and the
     indemnified party as well as any other relevant equitable considerations.
     The parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 2.6(d) were to be determined by pro
     rata allocation or by any other method of allocation which does not take
     into account the equitable considerations referred to in the preceding
     sentences of this Section 2.6(d). The amount paid or payable in respect of
     any Claim shall be deemed to include any legal or other expenses reasonably
     incurred by such indemnified party in connection with investigating or
     defending any such Claim. No person guilty of fraudulent misrepresentation
     (within the meaning of Section 11(t) of the Securities Act) shall be
     entitled to contribution from any person who was not guilty of such
     fraudulent misrepresentation.

     2.7 Underwritten Offerings. If requested by the underwriters for any
underwritten offering by the Purchaser of Registrable Securities pursuant to a
registration requested under Article 2, the Company shall enter into a customary
underwriting agreement with the underwriters. Such underwriting agreement shall
be reasonably satisfactory in form and substance to the Purchaser and shall
contain such representations and warranties by, and such other agreements on the
part of, the Company and such other terms as are generally included in the
underwriting agreement of such underwriters, including, without limitations,
indemnities and contribution agreements.

                                       11
<PAGE>

3.   Rule 144 Reporting. With a view of making available to the Purchaser the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees to use its best efforts to:

               (a) Make and keep public information available, as those terms
     are understood and defined in SEC Rule 144 or any successor rule
     promulgated under the Securities Act, at all times after the effective date
     of the first registration filed by the Company for an offering of its
     securities to the general public;

               (b) File with the SEC, in a timely manner, all reports and other
     documents required of the Company under the Exchange Act; and

               (c) So long as the Purchaser owns any Registrable Securities,
     furnish to the Purchaser forthwith upon request a written statement by the
     Company as to its compliance with the reporting requirements of Rule 144
     and of the Exchange Act at any time after it has become subject to such
     reporting requirements.

4.   General.

     4.1 Amendments and Waivers. This Agreement may be amended, modified,
supplemented or waived only upon the written agreement of the party against whom
enforcement of such amendment, modification, supplement or waiver is sought.

     4.2 Notices. All notices, elections, request, demands or other
communications required hereunder shall be in writing and shall be deemed given
when sent by facsimile (receipt confirmed electronically), delivered personally,
within three days after mailing when mailed by certified or registered mail,
return receipt requested or within one day after sent by a reputable overnight
carrier, to the parties as follows (or to such other person or place, written
notice of which any party hereto shall have given to the other):

               (a) If to the Purchaser:    Cambridge Holdings, Ltd.
                                           106 South University, #14
                                           Denver, CO 80209
                                           Fax: (303) 722-4011
                                           Attention: Gregory Pusey, President

               (b) If to Company:          AspenBio, Inc.
                                           8100 Southpark Way, Building B-1
                                           Littleton, Colorado 80120
                                           Attention: Roger Hurst, President
                                           Telephone: (303) 794-2000
                                           Facsimile: (303) 798-8332

                                       12
<PAGE>

                   With a Copy to:         Krendl Krendl Sachnoff & Way PC
                                           370 17th Street, Suite 5350
                                           Denver, Colorado  80202
                                           Telephone: (303) 629-2600
                                           Facsimile: (303) 629-2606
                                           Attention: Cathy S. Krendl, Esq.

                                           and

                                           Patton Boggs LLP
                                           1660 Lincoln Street, Suite 1900
                                           Denver, Colorado 80202
                                           Telephone: (303) 830-1776
                                           Facsimile: (303) 894-9239
                                           Attention: Robert M. Bearman, Esq.

     4.3 Miscellaneous.

               (a) This Agreement shall be binding upon and inure to the benefit
     of and be enforceable by the parties hereto and the respective successors,
     personal representatives and assigns. The right to cause the Company to
     register the Registrable Securities may be assigned or otherwise conveyed
     by the Purchaser to any transferee who acquires the Registrable Securities,
     or Warrant pursuant to and in accordance with the documents that govern
     such securities; provided, however, that Purchaser provides the Company
     written notice of such transfer, stating the name and address of said
     transferee and said transferee's agreement to be bound by the provisions of
     this Agreement and if such right is assigned or conveyed to more than one
     person, the holder of a majority of the Registrable Securities shall be
     entitled to effect or cause the Demand Registration Request.

               (b) This Agreement as well as the Note and Warrant between the
     parties of even date (with the documents referred to herein or delivered
     pursuant hereto) embodies the entire agreement and understanding between
     the parties hereto and supersedes all prior agreements and understanding
     relating to the subject matter hereof.

               (c) This Agreement shall be construed and enforced in accordance
     with and governed by the laws of the State of Colorado without giving
     effect to the conflicts of law principles thereof.

               (d) The headings in this Agreement are for convenience of
     reference only and shall not limit or otherwise affect the meaning hereof.
     All section references are to this Agreement unless otherwise expressly
     provided.

               (e) This Agreement may be executed in any number of counterparts,
     each of which shall be an original, but all of which together shall
     constitute one instrument.

                                       13
<PAGE>

               (f) Any term or provision of this Agreement which is invalid or
     unenforceable in any jurisdiction shall, as to such jurisdiction, be
     ineffective to the extent of such invalidity or unenforceability without
     rendering invalid or unenforceable the remaining terms and provisions of
     this Agreement or affecting the validity or enforceability of any of the
     terms or provisions of this Agreement in any other jurisdiction.

               (g) The parties hereto acknowledge that there would be no
     adequate remedy at law if any party fails to perform any of its obligations
     hereunder, and accordingly agree that each party, in addition to any other
     remedy to which it may be entitled at law or in equity, shall be entitled
     to injunctive relief, including specific performance, to enforce such
     obligations without the posting of any bond, and, if any action should be
     brought in equity to enforce any of the provisions of this Agreement, none
     of the parties hereto shall raise the defense that there is an adequate
     remedy at law.

               (h) Each party hereto shall do and perform or cause to be done
     and performed all such further acts and things and shall execute and
     deliver all such other agreements, certificates, instruments, and documents
     as any other party hereto reasonably may request in order to carry out the
     intent and accomplish the purposes of this Agreement and the consummation
     of the transactions contemplated hereby.

                            [SIGNATURE PAGE FOLLOWS]


                                       14
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this Investor Rights
Agreement as of the date set forth above.

                                       ASPENBIO, INC.

                                       By:
                                           -------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------


                                       -----------------------------------------
                                       CAMBRIDGE HOLDINGS, LTD.

                                       By:
                                           -------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------

                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>12
<FILENAME>d95933a2exv10w20.txt
<DESCRIPTION>AGREEMENT DATED FEBRUARY 26, 2002
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.20

                       STANDARD FORM OF AGREEMENTS BETWEEN
                            OWNER AND DESIGN/BUILDER

                      AIA DOCUMENT A191 - ELECTRONIC FORMAT
--------------------------------------------------------------------------------
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

Copyright 1985, (C)1996 The American Institute of Architects, 1735 New York
Avenue, NW, Washington, DC 20006-5792. Reproduction of the material herein or
substantial quotation of its provisions without permission of the AIA violates
the copyright laws of the United States and will subject the violator to legal
prosecution.
--------------------------------------------------------------------------------

                                  1996 EDITION
                                TABLE OF ARTICLES
                                PART 1 AGREEMENT

1.       Design/Builder
2.       Owner
3.       Ownership and Use of Documents and Electronic data
4.       Time
5.       Payments
6.       Dispute Resolution - Mediation and Arbitration
7.       Miscellaneous Provisions
8.       Termination of the Agreement
9.       Basis of Compensation
10.      Other Conditions and Services

                                PART 2 AGREEMENT

1.       General Provisions
2.       Owner
3.       Design/Builder
4.       Time
5.       Payments
6.       Protection of Persons and Property
7.       Insurance and Bonds
8.       Changes in the Work
9.       Correction of Work
10.      Dispute Resolution - Mediation and Arbitration
11.      Miscellaneous Provisions
12.      Termination of the Agreement
13.      Basis of Compensation
14.      Other Conditions and Services


------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                  AIA License Number 109319, which expires on 1/2/2002 - Page #1



<PAGE>

                       STANDARD FORM OF AGREEMENTS BETWEEN
                            OWNER AND DESIGN/BUILDER

                      AIA DOCUMENT A191 - ELECTRONIC FORMAT
--------------------------------------------------------------------------------
This document comprises two separate Agreements: Part 1 Agreement and Part 2
Agreement before executing the Part 1 Agreement, the parties should reach
substantial agreement on this Part 2 Agreement. To the extent referenced in
these Agreements, subordinate parallel agreement to A191 consist of AIA Document
4491. Standard Form of Agreements Between Design/Builder and Contractor, and AIA
Document B901. Standard Form of Agreements Between Design/Builder and Architect.
--------------------------------------------------------------------------------
                                PART 1 AGREEMENT

                                  1996 EDITION
--------------------------------------------------------------------------------

AGREEMENT
made as of the 26 day of February in the year of 2002
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name and address)
Roger Hurst
8100 Southpark Way, Suite B-1
Littleton, Colorado 80120

and the Design/Builder:
(Name and address)
Urban Construction, Inc.
7437 Village Square Drive, Suite 200
Castle Rock, Colorado  80104

For the following Project:
(Include Project name, location and a summary description)
Aspen Bio Inc.'s new 40,000sf building
Castle Rock, Colorado 80104.
To be comprised of a concrete tilt wall and structural steel frame building.

The architectural services described in Article 1 will be provided by the
following person or entity who is lawfully licensed to practice architecture:

(Name and address)     (Registration Number)     Relationship to Design/Builder)
Robert Hooper AIA              14707                       Employee
--------------------------------------------------------------------------------
Normal structural, mechanical and electrical engineering services will be
provided contractually through the Architect except as indicated below:

(Name and address)     (Registration Number)     Relationship to Design/Builder)
Robert Hooper AIA              14707                       Employee

not applicable

The Owner and the Design/Builder agree as set forth below:

------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                  AIA License Number 109319, which expires on 1/2/2002 - Page #2



<PAGE>


                     TERMS AND CONDITIONS - PART 1 AGREEMENT


                                    ARTICLE 1
                                 DESIGN/BUILDER

1.1 SERVICES

1.1.1 Preliminary design, budget, and schedule comprise the services required to
accomplish the preparation and submission of the Design/Builder's Proposal as
well as the preparation and submission of any modifications to the Proposal
prior to execution of the Part 2 Agreement.

1.2 RESPONSIBILITIES

1.2.1 Design services required by this Part 1 Agreement shall be performed by
qualified architects and other design professionals. The contractual obligations
of such professional persons or entities are undertaken and performed in the
interest of the Design/Builder.

1.2.2 The agreements between the Design/Builder and the persons or entitles
identified in this Part 1 Agreement, and any subsequent modifications, shall be
in writing. These agreements, including financial arrangements with respect to
this Project, shall be promptly and fully disclosed to the Owner upon request.

1.2.3 Construction budgets shall be prepared by qualified professionals, cost
estimators or contractors retained by and acting in the interest of the
Design/Builder.

1.2.4 The Design/Builder shall be responsible to the Owner for acts and
omissions of the Design/Builder's employees, subcontractors and their agents and
employees, and other persons, including the Architect and other design
professionals, performing any portion of the Design/Builder's obligations under
this Part 1 Agreement.

1.2.5 If the Design/Builder believes or is advised by the Architect or by
another design professional retained to provide services on the Project that
implementation of any instruction received from the Owner would cause a
violation of any applicable law, the Design/Builder shall notify the Owner in
writing. Neither the Design/Builder nor the Architect shall be obligated to
perform any act which either believes will violate any applicable law.

1.2.6 Nothing contained in this Part 1 Agreement shall create a contractual
relationship between the Owner and any person or entity other than the
Design/Builder.

1.3 BASIC SERVICES

1.3.1 The Design/Builder shall provide a preliminary evaluation of the Owner's
program and project budget requirements, each in terms of the other.

1.3.2 The Design/Builder shall visit the site, become familiar with the local
conditions, and correlate observable conditions with the requirements of the
Owner's program, schedule, and budget.



------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                  AIA License Number 109319, which expires on 1/2/2002 - Page #3

<PAGE>


1.3.3 The Design/Builder shall review laws applicable to design and construction
of the Project; correlate such laws with the Owner's program requirements; and
advise the Owner if any program requirement may cause a violation of such laws.
Necessary changes to the Owner's program shall be accomplished by appropriate
written modification or disclosed as described in Paragraph 1.3.5.

1.3.4 The Design/Builder shall review with the Owner alternative approaches to
design and construction of the Project.

1.3.5 The Design/Builder shall submit to the Owner a Proposal, including the
completed Preliminary Design Documents, a statement of the proposed contract
sum, and a proposed schedule for completion of the Project. Preliminary Design
Documents shall consist of preliminary design drawings, outline specifications
or other documents sufficient to establish the size, quality and character of
the entire Project, its architectural, structural, mechanical and electrical
systems, and the materials and such other elements of the Project as may be
appropriate. Deviations from the Owner's program shall be disclosed in the
Proposal. If the Proposal is accepted by the Owner, the parties shall then
execute the Part 2 Agreement. A modification to the Proposal before execution of
the Part 2 Agreement shall be recorded in writing as an addendum and shall be
identified in the Contract Documents of the Part 2 Agreement.

1.4 ADDITIONAL SERVICES

1.4.1 The Additional Services described under this Paragraph 1.4 shall be
provided by the Design/Builder and paid for by the Owner if authorized or
confirmed in writing by the Owner.

1.4.2 Making revisions in the Preliminary Design Documents, budget or other
documents when such revisions are:

         .1       inconsistent with approvals or instructions previously given
                  by the Owner, including revisions made necessary by
                  adjustments in the Owner's program or Project budget;

         .2       required by the enactment or revision of codes, laws or
                  regulations subsequent to the preparation of such documents,
                  or

         .3       due to changes required as a result of the Owner's failure to
                  render decisions in a timely manner.

1.4.3 Providing more extensive programmatic criteria than that furnished by the
Owner as described in Paragraph 2.1. When authorized, the Design/Builder shall
provide professional services to assist the Owner in the preparation of the
program. Programming services may consist of:

         .1       consulting with the Owner and other persons or entities not
                  designated in this Part 1 Agreement to define the program
                  requirements of the Project and to review the understanding of
                  such requirements with the Owner;

         .2       documentation of the applicable requirements necessary for the
                  various Project functions or operations;


------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                  AIA License Number 109319, which expires on 1/2/2002 - Page #4


<PAGE>


         3.       providing a review and analysis of the functional and
                  organizational relationships, requirements, and objectives for
                  the Project;

         4.       setting forth a written program of requirements for the
                  Owner's approval which summarizes the Owner's objectives,
                  schedule, constraints, and criteria.

1.4.4 Providing financial feasibility or other special studies.

1.4.5 Providing planning surveys, size evaluations, or comparative studies of
prospective sites.

1.4.6 Providing special surveys, environmental studies, and submissions required
for approvals of governmental authorities or others having jurisdiction over the
Project.

1.4.7 Providing services relative to future facilities, systems, and equipment.

1.4.8 Providing services at the Owner's specific request to perform detailed
investigations of existing conditions or facilities or to make measured drawings
thereof.

1.4.9 Providing services at the Owner's specific request to verify the accuracy
of drawings or other information furnished by the Owner.

1.4.10 Coordinating services in connection with the work of separate persons or
entities required by the Owner, subsequent to the execution of this Part 1
Agreement.

1.4.11 Providing analyses of owning and operating costs.

1.4.12 Providing interior design and other similar services required for or in
connection with the selection, procurement or installation of furniture,
furnishings, and related equipment.

1.4.13   Providing services for planning tenant or rental spaces.

1.4.14 Making investigations, inventories of materials or equipment, or
valuations and detailed appraisals of existing facilities.

                                    ARTICLE 2
                                      OWNER

2.1 RESPONSIBILITIES

2.1.1 The Owner shall provide full information in a timely manner regarding
requirements for the Project, including a written program which shall set forth
the Owner's objectives, schedule, constraints and criteria.

2.1.2 The Owner shall establish and update an overall budget for the project,
including reasonable contingencies. This budget shall not constitute the
contract sum.


------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                  AIA License Number 109319, which expires on 1/2/2002 - Page #5

<PAGE>


2.1.3 The Owner shall designate a representative authorized to act on the
Owner's behalf with respect to the Project. The Owner or such authorized
representative shall render decisions in a timely manner pertaining to documents
submitted by the Design/Builder in order to avoid unreasonable delay in the
orderly and sequential progress of the Design/Builder's services. The Owner may
obtain independent review of the documents by a separate architect, engineer,
contractor, or cost estimator under contract to or employed by the Owner. Such
independent review shall be undertaken at the Owner's expense in a timely manner
and shall not delay the orderly progress of the Design/Builder's services.

2.1.4 The Owner shall furnish surveys describing physical characteristics, legal
limitations and utility locations for the site of the Project, and a written
legal description of the site. The surveys and legal information shall include,
as applicable, grades and lines of streets, alleys, pavements, and adjoining
property and structures; adjacent drainage; rights-of-way, restrictions,
easements, encroachments, zoning, deed restrictions, boundaries and contours of
the site; locations, dimensions and necessary data pertaining to existing
buildings, other improvements and trees; and information concerning available
utility services and lines, both public and private, above and below grade,
including inverts and depths. All the information on the survey shall be
referenced to a Project benchmark.

2.1.5 The Owner shall furnish the services of geotechnical engineers when such
services are stipulated in this Part 1 Agreement, or deemed reasonably necessary
by the Design/Builder. Such services may include but are not limited to test
borings, test pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials, ground corrosion and resistively tests, and
necessary operations for anticipating subsoil conditions. The services of
geotechnical engineer(s) or other consultants shall include preparation and
submission of all appropriate reports and professional recommendations.

2.1.6 The Owner shall disclose, to the extent known to the Owner, the results
and reports of prior tests, inspections or investigations conducted for the
Project involving: structural or mechanical systems; chemical, air and water
pollution; hazardous materials; or other environmental and subsurface
conditions. The Owner shall disclose all information known to the Owner
regarding the presence of pollutants at the Project's site.

2.1.7 The Owner shall furnish all legal, accounting and insurance counseling
services as may be necessary at any time for the Project, including such
auditing services as the Owner may require to verify the Design/Builder's
Application for Payment.

2.1.8 The Owner shall promptly obtain easements, zoning variances, and legal
authorizations regarding site utilization where essential to the execution of
the Owner's program.

2.1.9 Those services, information, surveys, and reports required by Paragraphs
2.1.4 through 2.1.8 which are within the Owner's control shall be furnished at
the Owner's expense, and the Design/Builder shall be entitled to rely upon the
accuracy and completeness thereof, except to the extent the Owner advises the
Design/Builder to the contrary in writing.

2.1.10 If the Owner requires the Design/Builder to maintain any special
insurance coverage, policy, amendment, or rider, the Owner shall pay the
additional cost thereof, except as otherwise stipulated in this Part 1
Agreement.


------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                  AIA License Number 109319, which expires on 1/2/2002 - Page #6

<PAGE>


2.1.11 The Owner shall communicate with persons or entities employed or retained
by the Design/Builder through the Design/Builder, unless otherwise directed by
the Design/Builder.

                                    ARTICLE 3
               OWNERSHIP AND USE OF DOCUMENTS AND ELECTRONIC DATA

3.1 Drawings, specifications, and other documents and electronic data furnished
by the Design/Builder are instruments of service. The Design/Builder's Architect
and other providers of professional services shall retain all common law,
statutory and other reserved rights, including copyright in those instruments of
service furnished by them. Drawings, specifications, and other documents and
electronic data are furnished for use solely with respect to this Part 1
Agreement. The Owner shall be permitted to retain copies, including reproducible
copies, of the drawings, specifications, and other documents and electronic data
furnished by the Design/Builder for information and reference in connection with
the Project except as provided in Paragraphs 3.2 and 3.3.

3.2 If the Part 2 Agreement is not executed, the Owner shall not use the
drawings, specifications, and other documents and electronic data furnished by
the Design/Builder without the written permission of the Design/Builder.
Drawings, specifications, and other documents and electronic data shall not be
used by the Owner or others on other projects, for additions to this Project or
for completion of this Project by others, except by agreement in writing and
with appropriate compensation to the Design/Builder, unless the Design/Builder
is adjudged to be in default under this Part 1 Agreement or under any other
subsequently executed agreement, or by agreement in writing.

3.3 If the Design/Builder defaults in the Design/Builder's obligations to the
Owner, the Architect shall grant a license to the Owner to use the drawings,
specifications, and other documents and electronic data furnished by the
Architect to the Design/Builder for the completion of the Project, conditioned
upon the Owner's execution of an agreement to cure the Design/Builder's default
in payment to the Architect for services previously performed and to indemnify
the Architect with regard to claims arising from such reuse without the
Architect's professional involvement.

3.4 Submission or distribution of the Design/Builder's documents to meet
official regulatory requirements or for similar purposes in connection with the
Project is not to be construed as publication in derogation of the rights
reserved in Paragraph 3.1.

                                    ARTICLE 4
                                      TIME

4.1 Upon the request of the Owner, the Design/Builder shall prepare a schedule
for the performance of the Basic and Additional Services which shall not exceed
the time limits contained in Paragraph 10.1 and shall include allowances for
periods of time required for the Owner's review and for approval of submissions
by authorities having jurisdiction over the Project.

4.2 If the Design/Builder is delayed in the performance of services under this
Part 1 Agreement through no fault of the Design/Builder, any applicable schedule
shall be equitably adjusted.


------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                  AIA License Number 109319, which expires on 1/2/2002 - Page #7


<PAGE>


                                    ARTICLE 5
                                    PAYMENTS

5.1 The initial payment provided in Article 9 shall be made upon execution of
this Part 1 Agreement and credited to the Owner's account as provided in
Subparagraph 9.1.2.

5.2 Subsequent payments for Basic Services, Additional Services, and
Reimbursable Expenses provided for in this Part 1 Agreement shall be made
monthly on the basis set forth in Article 9.

5.3 Within ten (10) days of the Owner's receipt of a properly submitted and
correct Application for Payment, the Owner shall make payment to the
Design/Builder.

5.4 Payments due the Design/Builder under this Part 1 Agreement which are not
paid when due shall bear interest from the date due at the rate specified in
Paragraph 9.5, or in the absence of a specified rate, at the legal rate
prevailing where the Project is located.

                                    ARTICLE 6
                 DISPUTE RESOLUTION - MEDIATION AND ARBITRATION

6.1 Claims, disputes or other matters in question between the parties to this
Part 1 Agreement arising out of or relating to this Part 1 Agreement or breach
thereof shall be subject to and decided by mediation or arbitration. Such
mediation or arbitration shall be conducted in accordance with the Construction
Industry Mediation or Arbitration Rules of the American Arbitration Association
currently in effect.

6.2 In addition to and prior to arbitration, the parties shall endeavor to
settle disputes by mediation. Demand for mediation shall be filed in writing
with the other party to this Part 1 Agreement and with the American Arbitration
Association. A demand for mediation shall be made within a reasonable time after
the claim, dispute or other matter in question has arisen. In no event shall the
demand for mediation be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statute of repose or limitations.

6.3 Demand for arbitration shall be filed in writing with the other party to
this Part 1 Agreement and with the American Arbitration Association. A demand
for arbitration shall be made within a reasonable time after the claim, dispute
or other matter in question has arisen. In no event shall the demand for
arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be
barred by the applicable statutes of repose or limitations.

6.4 An arbitration pursuant to this Paragraph may be joined with an arbitration
involving common issues of law or fact between the Design/Builder and any person
or entity with whom the Design/Builder has a contractual obligation to arbitrate
disputes. No other arbitration arising out of or relating to this Part 1
Agreement shall include, by consolidation, joinder or in any other manner, an
additional person or entity not a party to this Part 1 Agreement or not a party
to an agreement with the Design/Builder, except by written consent containing a
specific reference to this Part 1 Agreement signed by the Owner, the
Design/Builder and all other persons or entities sought to be joined. Consent to
arbitration involving an additional person or entity shall not constitute
consent to arbitration of any claim, dispute or other matter in question not
described n the written consent or with a person or entity not named or
described therein. The foregoing



------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                  AIA License Number 109319, which expires on 1/2/2002 - Page #8



<PAGE>

agreement to arbitrate and other agreements to arbitrate with an additional
person or entity duly consented to by the parties to this Part 1 Agreement shall
be specifically enforceable in accordance with applicable law in any court
having jurisdiction thereof.

6.5 The award rendered by the arbitrator or arbitrators shall be final, and
judgment may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof.

                                    ARTICLE 7
                            MISCELLANEOUS PROVISIONS

7.1 Unless otherwise provided, this Part 1 Agreement shall be governed by the
law of the place where the Project is located.

7.2 The Owner and the Design/Builder, respectively, bind themselves, their
partners, successors, assigns and legal representatives to the other party to
this Part 1 Agreement and to the partners, successors and assigns of such other
party with respect to all covenants of this Part 1 Agreement. Neither the Owner
nor the Design/Builder shall assign this Part 1 Agreement without the written
consent of the other.

7.3 Unless otherwise provided, neither the design for nor the cost of
remediation of hazardous materials shall be the responsibility of the
Design/Builder.

7.4 This Part 1 Agreement represents the entire and integrated agreement between
the Owner and the Design/Builder and supersedes all prior negotiations,
representations or agreements, either written or oral. This Part 1 Agreement may
be amended only by written instrument signed by both the Owner and the
Design/Builder.

7.5 Prior to the termination of the services of the Architect or any other
design professional designated in this Part 1 Agreement, the Design/Builder
shall identify to the Owner in writing another architect or design professional
with respect to whom the Owner has no reasonable objection, who will provide the
services originally to have been provided by the Architect or other design
professional whose services are being terminated.

                                    ARTICLE 8
                          TERMINATION OF THE AGREEMENT

8.1 This Part 1 Agreement may be terminated by either party upon seven (7) days'
written notice should the other party fail to perform substantially in
accordance with its terms through no fault of the party initiating the
termination.

8.2 This Part 1 Agreement may be terminated by the Owner without cause upon at
least seven (7) days' written notice to the Design/Builder.

8.3 In the event of termination not the fault of the Design/Builder, the
Design/Builder shall be compensated for services performed to the termination
date, together with Reimbursable Expenses then due and Termination Expenses.
Termination Expenses are expenses directly attributable to termination,



------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                  AIA License Number 109319, which expires on 1/2/2002 - Page #9


<PAGE>

including a reasonable amount for overhead and profit, for which the
Design/Builder is not otherwise compensated under this Part 1 Agreement.

                                    ARTICLE 9
                              BASIS OF COMPENSATION

The Owner shall compensate the Design/Builder in accordance with Article 5,
Payments, and the other provisions of this Part 1 Agreement as described below.

9.1 COMPENSATION FOR BASIC SERVICES

9.1.1 FOR BASIC SERVICES, compensation shall be as follows:

9.1.2 AN INITIAL PAYMENT of Twenty Five Thousand Dollars ($25,000.00) shall be
made upon execution of this Part 1 Agreement and credited to the Owner's account
as follows: as a payment under Part 2 Agreement, Article 13.1.1 Compensation.

9.1.3 SUBSEQUENT PAYMENTS shall be as follows:
not applicable

9.2 COMPENSATION FOR ADDITIONAL SERVICES

9.2.1 FOR ADDITIONAL SERVICES, compensation shall be as follows:
not applicable

9.3 REIMBURSABLE EXPENSES

9.3.1 Reimbursable Expenses are in addition to Compensation for Basic and
Additional Services, and include actual expenditures made by the Design/Builder
and the Design/Builder's employees and contractors in the interest of the
Project, as follows:
not applicable

9.3.2 FOR REIMBURSABLE EXPENSES, compensation shall be a multiple of ( ) times
the amounts expended.

9.4 DIRECT PERSONNEL EXPENSES is defined as the direct salaries of personnel
engaged on the Project, and the portion of the cost of their mandatory and
customary contributions and benefits related thereto, such as employment taxes
and other statutory employee benefits, insurance, sick leave, holidays,
vacations, pensions, and similar contributions and benefits.

9.5 INTEREST PAYMENTS

9.5.1 The rate of interest for past due payments shall be as follows:
Prime interest rate plus one percent


------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #10

<PAGE>


(Usury laws and requirements under the Federal Truth in Lending Act, similar
acts and local consumer credit laws and other regulations at the Owner's and
Design/Builder's principal place of business, or the location of the Project and
elsewhere may affect the validity of this provision. Specific legal advice
should be obtained with respect to deletions, modifications or other
requirements, such as written disclosures or waivers)

9.6 IF THE SCOPE of the Project is changed materially, the amount of
compensation shall be equitably adjusted.

9.7 The compensation set forth in this Part 1 Agreement shall be equitably
adjusted if through no fault of the Design/Builder the services have not been
completed within one (1) month of the date of this Part 1 Agreement.

                                   ARTICLE 10
                          OTHER CONDITIONS AND SERVICES

10.1 The Basic Services to be performed shall be commenced on and, subject to
authorized adjustments and to delays not caused by the Design/Builder, shall be
completed in ( ) calendar days. The Design/Builder's Basic Services consist of
those described in Paragraph 1.3 as part of Basic Services, and include normal
professional engineering and preliminary design services, unless otherwise
indicated.

10.2 Services beyond those described in Paragraph 1.4 are as follows: (Insert
descriptions of other services, identify Additional Services included within
Basic Compensation and modifications to the payment and compensation terms
included in this Agreement.)

10.3 The Owner's preliminary program, budget, and other documents, if any, are
enumerated as follows:

Title
See Attached Exhibit "A")

This Agreement entered into as of the day and year first written above.

<Table>
<S>                                                 <C>
OWNER                                               DESIGN/BUILDER

         /s/ Roger Hurst                                     /s/ Don Weaver
-------------------------------------------         --------------------------------------------
(Signature)                                         (Signature)
Roger Hurst                                         Don Weaver, President
(Principal name and title)                          (Principal name and title)
</Table>



------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #11

<PAGE>

                       STANDARD FORM OF AGREEMENTS BETWEEN
                            OWNER AND DESIGN/BUILDER

                      AIA DOCUMENT A191 - ELECTRONIC FORMAT

--------------------------------------------------------------------------------
This document comprises two separate Agreements: Part 1 Agreement and Part 2
Agreement. Before executing the Part 1 Agreement, the parties should reach
substantial agreement on the Part 2 Agreement. To the extent referenced in these
Agreements, subordinate parallel agreements to A191 consist of AIA Documents
A491, Standard Form of Agreements Between Design/Builder and Contractor, and AIA
Document 8901, Standard Form of Agreements Between Design/Builder and Architect.

                                PART 2 AGREEMENT

                                  1996 EDITION
--------------------------------------------------------------------------------
AGREEMENT

made as of the 26th day of February in the year of 2002
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name and address)
Roger Hurst
8100 Southpark Way, Suite B-1
Littleton, Colorado 80120

and the Design/Builder:
(Name and address)
Urban Construction, Inc.
7437 Village Square Drive, Suite 200
Castle Rock, Colorado  80104

For the following Project:
(Include Project name, location and a summary description)
Aspen Bio Inc.'s new 40,000sf building Castle Rock, Colorado 80104.
To be comprised of a concrete tilt wall and structural steel frame building.

The architectural services described in Article I will be provided by the
following person or entity who is lawfully licensed to practice architecture:

(Name and address)    (Registration Number)    Relationship to Design/Builder)
Robert Hooper AIA             14707                      Employee
--------------------------------------------------------------------------------
Normal structural, mechanical and electrical engineering services will be
provided contractually through the Architect except as indicated below:

(Name and address)    (Registration Number)    Relationship to Design/Builder)
not applicable

The Owner and the Design/Builder agree as set forth below:



------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #12

<PAGE>


                     TERMS AND CONDITIONS - PART 2 AGREEMENT


                                    ARTICLE 1
                               GENERAL PROVISIONS

1.1 BASIC DEFINITIONS

1.1.1 The Contract Documents consist of the Part 1 Agreement to the extent not
modified by this Part 2 Agreement, this Part 2 Agreement, the Design/Builder's
Proposal and written addenda to the Proposal identified in Article 14, the
Construction Documents approved by the Owner in accordance with Subparagraph
3.2.3 and Modifications issued after execution of this Part 2 Agreement. A
Modification is a Change Order or a written amendment to this Part 2 Agreement
signed by both parties, or a Construction Change Directive issued by the Owner
in accordance with Paragraph 8.3.

1.1.2 The term "Work" means the construction and services provided by the
Design/Builder to fulfill the Design/Builder's obligations.

1.2 EXECUTION, CORRELATION AND INTENT

1.2.1 It is the intent of the Owner and Design/Builder that the Contract
Documents include all items necessary for proper execution and completion of the
Work. The Contract Documents are complementary, and what is required by one
shall be as binding as if required by all; performance by the Design/Builder
shall be required only to the extent consistent with and reasonably inferable
from the Contract Documents as being necessary to produce the intended results.
Words that have well-known technical or construction industry meanings are used
in the Contract Documents in accordance with such recognized meanings.

1.2.2 If the Design/Builder believes or is advised by the Architect or by
another design professional retained to provide services on the Project that
implementation of any instruction received from the Owner would cause a
violation of any applicable law, the Design/Builder shall notify the Owner in
writing. Neither the Design/Builder nor the Architect shall be obligated to
perform any act which either believes will violate any applicable law.

1.2.3 Nothing contained in this Part 2 Agreement shall create a contractual
relationship between the Owner and any person or entity other than the
Design/Builder.

1.3 OWNERSHIP AND USE OF DOCUMENTS

1.3.1 Drawings, specifications, and other documents and electronic data
furnished by the Design/Builder are instruments of service. The Design/Builder's
Architect and other providers of professional services shall retain all common
law, statutory and other reserved rights, including




------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #13

<PAGE>


copyright in those instruments of service furnished by them. Drawings,
specifications, and other documents and electronic data are furnished for use
solely with respect to this Part 2 Agreement. The Owner shall be permitted to
retain copies, including reproducible copies, of the drawings, specifications,
and other documents and electronic data furnished by the Design/Builder for
information and reference in connection with the Project except as provided in
Subparagraphs 1.3.2 and 1.3.3.

1.3.2 Drawings, specifications, and other documents and electronic data
furnished by the Design/Builder shall not be used by the Owner or others on
other projects, for additions to this Project or for completion of this Project
by others, except by agreement in writing and with appropriate compensation to
the Design/Builder, unless the Design/Builder is adjudged to be in default under
this Part 2 Agreement or under any other subsequently executed agreement.

1.3.3 If the Design/Builder defaults in the Design/Builder's obligations to the
Owner, the Architect shall grant a license to the Owner to use the drawings,
specifications, and other documents and electronic data furnished by the
Architect to the Design/Builder for the completion of the Project, conditioned
upon the Owner's execution of an agreement to cure the Design/Builder's default
in payment to the Architect for services previously performed and to indemnify
the Architect with regard to claims arising from such reuse without the
Architect's professional involvement.

1.3.4 Submission or distribution of the Design/Builder's documents to meet
official regulatory requirements or for similar purposes in connection with the
Project is not to be construed as publication in derogation of the rights
reserved in Subparagraph 1.3.1.

                                    ARTICLE 2
                                      OWNER

2.1 The Owner shall designate a representative authorized to act on the Owner's
behalf with respect to the Project. The Owner of such authorized representative
shall examine documents submitted by the Design/Builder and shall render
decisions in a timely manner and in accordance with the schedule accepted by the
Owner. The Owner may obtain independent review of the Contract Documents by a
separate architect, engineer, contractor, or cost estimator under contract to or
employed by the Owner. Such independent review shall be undertaken at the
Owner's expense in a timely manner and shall not delay the orderly progress of
the Work.

2.2 The Owner may appoint an on-site project representative to observe the Work
and to have such other responsibilities as the Owner and Design/Builder agree in
writing.

2.3 The Owner shall cooperate with the Design/Builder in securing building and
other permits, licenses and inspections. The Owner shall not be required to pay
the fees for such permits, licenses and inspections unless the cost of such fees
is excluded from the Design/Builder's Proposal.


------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #14

<PAGE>



2.4 The Owner shall furnish services of land surveyors, geotechnical engineers,
and other consultants for subsoil, air and water conditions, in addition to
those provided under the Part 1 Agreement, when such services are deemed
necessary by the Design/Builder to properly carry out the design services
required by this Part 2 Agreement.

2.5 The Owner shall disclose, to the extent known to the Owner, the results and
reports of prior tests, inspections or investigations conducted for the Project
involving: structural or mechanical systems; chemical, air and water pollution;
hazardous materials; or other environmental and subsurface conditions. The Owner
shall disclose all information known to the Owner regarding the presence of
pollutants at the Project's site.

2.6 The Owner shall furnish all legal, accounting and insurance counseling
services as may be necessary at any time for the Project, including such
auditing services as the Owner may require to verify the Design/Builder's
Application for Payment.

2.7 Those services, information, surveys and reports required by Paragraphs 2.4
through 2.6 which are within the Owner's control shall be furnished at the
Owner's expense, and the Design/Builder shall be entitled to rely upon the
accuracy and completeness thereof, except to the extent the Owner advises the
Design/Builder to the contrary in writing.

2.8 If the Owner requires the Design/Builder to maintain any special insurance
coverage, policy, amendment, or rider, the Owner shall pay the additional cost
thereof, except as otherwise stipulated in this Part 2 Agreement.

2.9 If the Owner observes or otherwise becomes aware of a fault or defect in the
Work or nonconformity with the Design/Builder's Proposal or the Construction
Documents, the Owner shall give prompt written notice thereof to the
Design/Builder.

2.10 The Owner shall, at the request of the Design/Builder, prior to execution
of this Part 2 Agreement and promptly upon request thereafter, furnish to the
Design/Builder reasonable evidence that financial arrangements have been made to
fulfill the Owner's obligations under the Contract.

2.11 The Owner shall communicate with persons or entities employed or retained
by the Design/Builder thought he Design/Builder, unless otherwise directed by
the Design/Builder.


------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #15

<PAGE>


                                    ARTICLE 3
                                 DESIGN/BUILDER

3.1 SERVICES AND RESPONSIBILITIES

3.1.1 Design services required by this Part 2 Agreement shall be performed by
qualified architects and other design professionals. The contractual obligations
of such professional persons or entities are undertaken and preformed in the
interest of the Design/Builder.

3.1.2 The agreements between the Design/Builder and the persons or entities
identified in this Part 2 Agreement, and any subsequent modifications, shall be
in writing. These agreements, including financial arrangements with respect to
this Project, shall be promptly and fully disclosed to the Owner upon request.

3.1.3 The Design/Builder shall be responsible to the Owner for acts and
omissions of the Design/Builder's employees, subcontractors and their agents and
employees, and other persons, including the Architect and other design
professionals, performing any portion of the Design/Builder's obligations under
this Part 2 Agreement.

3.2 BASIC SERVICES

3.2.1 The Design/Builder's Basic Services are described below and in Article 14.

3.2.2 The Design/Builder shall designate a representative authorized to act on
the Design/Builder's behalf with respect to the Project.

3.2.3 The Design/Builder shall submit Construction Documents for review and
approval by the Owner. Construction Documents may include drawings,
specifications, and other documents and electronic data setting forth in detail
the requirements for construction of the Work and shall:

         1.       be consistent with the intent of the Design/Builder's
                  Proposal;

         2.       provide information for the use of those in the building
                  trades; and

         3.       include documents customarily required for regulatory agency
                  approvals.

3.2.4 The Design/Builder, with the assistance of the Owner, shall file documents
required to obtain necessary approvals of governmental authorities having
jurisdiction over the Project.

3.2.5 Unless otherwise provided in the Contract Documents, the Design/Builder
shall provide or cause to be provided and shall pay for design services, labor,
materials, equipment, tools, construction equipment and machinery, water, heat,
utilities, transportation and other facilities and



------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #16

<PAGE>

services necessary for proper execution and completion of the Work, whether
temporary or permanent and whether or not incorporated or to be incorporated in
the Work.

3.2.6 The Design/Builder shall be responsible for all construction means,
methods, techniques, sequences and procedures, and for coordinating all portions
of the Work under this Part 2 Agreement.

3.2.7 The Design/Builder shall keep the Owner informed of the progress and
quality of the Work.

3.2.8 The Design/Builder shall be responsible for correcting Work which does not
conform to the Contract Documents.

3.2.9 The Design/Builder warrants to the Owner that materials and equipment
furnished under the Contract will be of good quality and new unless otherwise
required or permitted by the Contract Documents, that the construction will be
free from faults and defects, and that the construction will conform with the
requirements of the Contract Documents. Construction not conforming to these
requirements, including substitutions not properly approved by the Owner, shall
be corrected in accordance with Article 9.

3.2.10 The Design/Builder shall pay all sales, consumer, use and similar taxes
which had been legally enacted at the time the Design/Builder's Proposal was
first submitted to the Owner, and shall secure and pay for building and other
permits and governmental fees, licenses and inspections necessary for the proper
execution and completion of the Work which are either customarily secured after
execution of a contract for construction or are legally required at the time the
Design/Builder's Proposal was first submitted to the Owner.

3.2.11 The Design/Builder shall comply with and give notices required by laws,
ordinances, rules, regulations and lawful orders of public authorities relating
to the Project.

3.2.12 The Design/Builder shall pay royalties and license fees for patented
designs, processes or products. The Design/Builder shall defend suits or claims
for infringement of patent rights and shall hold the Owner harmless from loss on
account thereof, but shall not be responsible for such defense or loss when a
particular design, process or product of a particular manufacturer is required
by the Owner. However, if the Design/Builder has reason to believe the use of a
required design, process or product is an infringement of a patent, the
Design/Builder shall be responsible for such loss unless such information is
promptly furnished to the Owner.

3.2.13 The Design/Builder shall keep the premises and surrounding area free from
accumulation of waste materials or rubbish caused by operations under this Part
2 Agreement. At the completion of the Work, the Design/Builder shall remove from
the site waste materials, rubbish, the Design/Builder's tools, construction
equipment, machinery, and surplus materials.

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AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #17

<PAGE>



3.2.14 The Design/Builder shall notify the Owner when the Design/Builder
believes that the Work or an agreed upon portion thereof is substantially
completed. IF the Owner concurs, the Design/Builder shall issue a Certificate of
Substantial Completion which shall establish the Date of Substantial Completion,
shall state the responsibility of each party for security, maintenance, heat,
utilities, damage to the Work and insurance, shall include a list of items to be
completed or corrected and shall fix the time within which the Design/Builder
shall complete items listed therein. Disputes between the Owner and
Design/Builder regarding the Certificate of Substantial Completion shall be
resolved in accordance with provisions of Article 10.

3.2.15 The Design/Builder shall maintain at the site for the Owner one record
copy of the drawings, specifications, product data, samples, shop drawings,
Change Orders and other modifications, in good order and regularly updated to
record the completed construction. These shall be delivered to the Owner upon
completion of construction and prior to final payment.

3.3 ADDITIONAL SERVICES

3.3.1 The services described in this Paragraph 3.3 are not included in Basic
Services unless so identified in Article 14, and they shall be paid for by the
Owner as provided in this Part 2 Agreement, in addition to the compensation for
Basic Services. The services described in this Paragraph 3.3 shall be provided
only if authorized or confirmed in writing by the Owner.

3.3.2 Making revisions in drawings, specifications, and other documents or
electronic data when such revisions are required by the enactment or revision of
codes, laws or regulations subsequent to the preparation of such documents or
electronic data.

3.3.3 Providing consultation concerning replacement of Work damaged by fire or
other cause during construction, and furnishing services required in connection
with the replacement of such Work.

3.3.4 Providing services in connection with a public hearing, arbitration,
proceeding or legal proceeding, except where the Design/Builder is a party
thereto.

3.3.5 Providing coordination of construction performed by the Owner's own forces
or separate contractors employed by the Owner, and coordination of services
required in connection with construction performed and equipment supplied by the
Owner.

3.3.6 Preparing a set of reproducible record documents or electronic data
showing significant changes in the Work made during construction.

3.3.7 Providing assistance in the utilization of equipment or systems such as
preparation of operation and maintenance manuals, training personnel for
operation and maintenance, and consultation during operation.


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AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #18

<PAGE>



                                    ARTICLE 4
                                      TIME

4.1 Unless otherwise indicated, the Owner and the Design/Builder shall perform
their respective obligations as expeditiously as is consistent with reasonable
skill and care and the orderly progress of the Project.

4.2 Time limits stated in the Contract Documents are of the essence. The Work to
be performed under this Part 2 Agreement shall commence upon receipt of a notice
to proceed unless otherwise agreed and, subject to authorized Modifications,
Substantial Completion shall be achieved on or before the date established in
Article 14.

4.3 Substantial Completion is the stage in the progress of the Work when the
Work or designated portion thereof is sufficiently complete in accordance with
the Contract Documents os the Owner can occupy or utilize the Work for its
intended use.

4.4 Based on the Design/Builder's Proposal, a construction schedule shall be
provided consistent with Paragraph 4.2 above.

4.5 If the Design/Builder is delayed at any time in the progress of the Work by
an act or neglect of the Owner, Owner's employees, or separate contractors
employed by the Owner, or by changes ordered in the Work, or by labor disputes,
fire, unusual delay in deliveries, adverse weather conditions not reasonably
anticipatable, unavoidable casualties or other causes beyond the
Design/Builder's control, or by delay authorized by the Owner pending
arbitration, or by other causes which the Owner and Design/Builder agree may
justify the delay, then the Contract Time shall be reasonably extended by Change
Order.

                                    ARTICLE 5
                                    PAYMENTS
5.1 PROGRESS PAYMENTS

5.1.1 The Design/Builder shall deliver to the Owner itemized Applications for
Payment in such detail as indicated in Article 14.

5.1.2 Within ten (10) days of the Owner's receipt of a properly submitted and
correct Application for payment, the Owner shall make payment to the
Design/Builder.

5.1.3 The Application for Payment shall constitute a representation by the
Design/Builder to the Owner that the design and construction have progressed to
the point indicated; the quality of the Work covered by the application is in
accordance with the Contract Documents; and the Design/Builder is entitled to
payment in the amount requested.


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AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #19

<PAGE>

5.1.4 Upon receipt of payment from the Owner, the Design/Builder shall promptly
pay the Architect, other design professionals and each contractor the amount to
which each is entitled in accordance with the terms of their respective
contracts.

5.1.5 The Owner shall have no obligation under this Part 2 Agreement to pay or
to be responsible in any way for payment to the Architect, another design
professional, or a contractor performing portions of the Work.

5.1.6 Neither progress payment nor partial or entire use or occupancy of the
Project by the Owner shall constitute an acceptance of Work not in accordance
with the Contract Documents.

5.1.7 The Design/Builder warrants that title to all construction covered by an
Application for Payment will pass to the Owner no later than the time of
payment. The Design/Builder further warrants that upon submittal of an
Application for Payment all construction for which payments have been received
from the Owner shall be free and clear of liens, claims, security interests or
encumbrances in favor of the Design/Builder or any other person or entity
performing construction at the site or furnishing materials or equipment
relating to the construction.

5.1.8 At the time of Substantial Completion, the Owner shall pay the
Design/Builder the retainage, if any, less the reasonable cost to correct or
complete incorrect or incomplete Work. Final payment of such withheld sum shall
be made upon correction or completion of such Work.

5.2 FINAL PAYMENT

5.2.1 Neither final payment nor amounts retained, if any, shall become due until
the Design/Builder submits to the Owner (1) an affidavit that payrolls, bills
for materials and equipment, and other indebtedness connected with the Work for
which the Owner or Owner's property might be responsible or encumbered (less
amounts withheld by the Owner) have been paid or otherwise satisfied; (2) a
certificate evidencing that insurance required by the Contract Documents to
remain in force after final payment is currently in effect and will not be
canceled or allowed to expire until at least 30 days' prior written notice has
been given to the Owner; (3) a written statement that the Design/Builder knows
of no substantial reason that the insurance will not be renewable to cover the
period required by the Contract Documents; (4) consent of surety, if any, to
final payment; and (5) if required by the Owner, other data establishing payment
or satisfaction of obligations, such as receipts, releases and waivers of liens,
claims, security interests or encumbrances arising out of the Contract, to the
extent and in such form as may be designated by the Owner. If a contractor or
other person or entity entitled to assert a lien against the Owner's property
refuses to furnish a release or waiver required by the Owner, the Design/Builder
may furnish a bond satisfactory to the Owner to indemnify the Owner against such
lien. If such lien remains unsatisfied after payments are made, the
Design/Builder shall indemnify the Owner for all loss and cost, including
reasonable attorneys' fees incurred as a result of such lien.


------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #20

<PAGE>



5.2.2 When the Work has been completed and the contract fully performed, the
Design/Builder shall submit a final application for payment to the Owner, who
shall make final payment within 30 days of receipt.

5.2.3 The making of final payment shall constitute a waiver of claims by the
Owner except those arising from:

         1.       liens, claims, security interests or encumbrances arising out
                  of the Contract and unsettled;

         2.       failure of the Work to comply with the requirements of the
                  Contract Documents; or

         3.       terms of special warranties required by the Contract
                  Documents.

5.2.4 Acceptance of final payment shall constitute a waiver of all claims by the
Design/Builder except those previously made in writing and identified by the
Design/Builder as unsettled at the time of final Application for Payment.

5.3 INTEREST PAYMENTS

5.3.1 Payments due the Design/Builder under this Part 2 Agreement which are not
paid when due shall bear interest from the date due at the rate specified in
Article 13, or in the absence of a specified rate, at the legal rate prevailing
where the Project is located.

                                    ARTICLE 6
                       PROTECTION OF PERSONS AND PROPERTY

6.1 The Design/Builder shall be responsible for initiating, maintaining and
providing supervision of all safety precautions and programs in connection with
the performance of this Part 2 Agreement.

6.2 The Design/Builder shall take reasonable precautions for the safety of, and
shall provide reasonable protection to prevent damage, injury or loss to: (1)
employees on the Work and other persons who may be affected thereby; (2) the
Work and materials and equipment to be incorporated therein, whether in storage
on or off the site, under care, custody, or control of the Design/Builder or the
Design/Builder's contractors; and (3) other property at or adjacent thereto,
such as trees, shrubs, lawns, walks, pavements, roadways, structures and
utilities not designated for removal, relocation, or replacement in the course
of construction.

6.3 The Design/Builder shall give notices and comply with applicable laws,
ordinances, rules, regulations and lawful orders of public authorities bearing
on the safety of persons or property or their protection from damage, injury or
loss.


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AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #21

<PAGE>


6.4 The Design/Builder shall promptly remedy damage and loss (other than damage
or loss insured under property insurance provided or required by the Contract
Documents) to property at the site caused in whole or in part by the
Design/Builder, a contractor of the Design/Builder or anyone directly or
indirectly employed by any of them, or by anyone for whose acts they may be
liable.

                                    ARTICLE 7
                               INSURANCE AND BONDS

7.1 DESIGN/BUILDER'S LIABILITY INSURANCE

7.1.1 The Design/Builder shall purchase from and maintain, in a company or
companies lawfully authorized to do business in the jurisdiction in which the
Project is located, such insurance as will protect the Design/Builder from
claims set forth below which may arise out of or result from operations under
this Part 2 Agreement by the Design/Builder or by a contractor of the
Design/Builder, or by anyone directly or indirectly employed by any of them, or
by anyone for whose acts any of them may be liable:

         1. claims under workers' compensation, disability benefit and other
similar employee benefit laws that are applicable to the Work to be performed;

         2. claims for damages because of bodily injury, occupational sickness
or disease, or death of the Design/Builder's employees;

         3. claims for damages because of bodily injury, sickness or disease, or
death of persons other than the Design/Builder's employees;

         4. claims for damages covered by usual personal injury liability
coverage which are sustained (1) by a person as a result of an offense directly
or indirectly related to employment of such person by the Design/Builder or (2)
by another person;

         5. claims for damages, other than to the Work itself, because of injury
to or destruction of tangible property, including loss of use resulting
therefrom;

         6. claims for damages because of bodily injury, death of a person or
property damage arising out of ownership, maintenance or use of a motor vehicle;
and

         7. claims involving contractual liability insurance applicable to the
Design/Builder's obligations under Paragraph 11.5.

7.1.2 The insurance required by Subparagraph 7.1.1 shall be written for not less
than limits of liability specified in this Part 2 Agreement or required by law,
whichever coverage is greater. Coverages, whether written on an occurrence or
claims-made basis, shall be maintained without




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AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #22

<PAGE>

interruption from the date of commencement of the Work until date of final
payment and termination of any coverage required to be maintained after final
payment.

7.1.3 Certificates of Insurance acceptable to the Owner shall be delivered to
the Owner immediately after execution of this Part 2 Agreement. These
Certificates and the insurance policies required by this Paragraph 7.1 shall
contain a provision that coverage afforded under the policies will not be
canceled or allowed to expire until at least 30 days' prior written notice has
been given to the Owner. If any of the foregoing insurance coverages are
required to remain in force after final payment, an additional certificate
evidencing continuation of such coverage shall be submitted with the application
for final payment. Information concerning reduction of coverage shall be
furnished by the Design/Builder with reasonable promptness in accordance with
the Design/Builder's information and belief.

7.2 OWNER'S LIABILITY INSURANCE

7.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's
usual liability insurance. Optionally, the Owner may purchase and maintain other
insurance for self-protection against claims which may arise from operations
under this Part 2 Agreement. The Design/Builder shall not be responsible for
purchasing and maintaining this optional Owner's liability insurance unless
specifically required by the Contract Documents.

7.3 PROPERTY INSURANCE

7.3.1 Unless otherwise provided under this Part 2 Agreement, the Owner shall
purchase and maintain, in a company or companies authorized to do business in
the jurisdiction in which the principal improvements are to be located, property
insurance upon the Work to the full insurable value thereof on a replacement
cost basis without optional deductibles. Such property insurance shall be
maintained, unless otherwise provided in the Contract Documents or otherwise
agreed in writing by all persons and entities who are beneficiaries of such
insurance, until final payment has been made or until no person or entity other
than the Owner has an insurable interest in the property required by this
Paragraph 7.3 to be insured, whichever is earlier. This insurance shall include
interests of the Owner, the Design/Builder, and their respective contractors and
subcontractors in the Work.

7.3.2 Property insurance shall be on an all-risk policy form and shall insure
against the perils of fire and extended coverage and physical loss or damage
including, without duplication of coverage, theft, vandalism, malicious
mischief, collapse, falsework, temporary buildings and debris removal including
demolition occasioned by enforcement of any applicable legal requirements, and
shall cover reasonable compensation for the services and expenses of the
Design/Builder's Architect, and other professionals required as a result of such
insured loss. Coverage for other perils shall not be required unless otherwise
provided in the Contract Documents.



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AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #23

<PAGE>


7.3.3 If the Owner does not intend to purchase such property insurance required
by this Part 2 Agreement and with all of the coverage sin the amount described
above, the Owner shall so inform the Design/Builder prior to commencement of the
construction. The Design/Builder may then effect insurance which will protect
the interests of the Design/Builder and the Design/Builder's contractors in the
construction, and by appropriate Change Order the cost thereof shall be charged
to the Owner. If the Design/Builder is damaged by the failure or neglect of the
Owner to purchase or maintain insurance as described above, then the Owner shall
bear all reasonable costs properly attributable thereto.

7.3.4 Unless otherwise provided, the Owner shall purchase and maintain such
boiler and machinery insurance required by the Part 2 Agreement or by law, which
shall specifically cover each insured objects during installation and until
final acceptance by the Owner. This insurance shall include interests of the
Owner, the Design/Builder, the Design/Builder's contractors and subcontractors
in the Work, and the Design/Builder's Architect and other design professionals.
The Owner and the Design/Builder shall be named insureds.

7.3.5 A loss insured under the Owner's property insurance shall be adjusted by
the Owner as trustee and made payable to the Owner as trustee for the insureds,
as their interests may appear, subject to requirements of any applicable
mortgage clause and of Subparagraph 7.3.10. The Design/Builder shall pay
contractors their share of insurance proceeds received by the Design/Builder,
and by appropriate agreement, written where legally required for validity, shall
require contractors to make payments to their subcontractors in similar manner.

7.3.6 Before an exposure to loss may occur, the Owner shall file with the
Design/Builder a copy of each policy that



------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA -
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #24


<PAGE>

that such claim, damage, loss or expense is attributable to bodily injury,
sickness, disease or death, or to injury to or destruction of tangible property
(other than the Work itself) including loss of use resulting therefrom, but only
to the extent caused in whole or in part by negligent acts or omissions of the
Design/Builder, anyone directly or indirectly employed by the Design/Builder or
anyone for whose acts the Design/Builder may be liable, regardless of whether or
not such claim, damage, loss or expense is caused in part by a party indemnified
hereunder. Such obligation shall not be construed to negate, abridge, or reduce
other rights or obligations of indemnity which would otherwise exist as to a
party or person described in this Paragraph 11.5.

11.5.2 In claims against any person or entity indemnified under this Paragraph
11.5 by an employee of the Design/Builder, anyone directly or indirectly
employed by the Design/Builder or anyone for whose acts the Design/Builder may
be liable, the indemnification obligation under this Paragraph 11.5 shall not be
limited by a limitation on amount or type of damages, compensation or benefits
payable by or for the Design/Builder under workers' compensation acts,
disability benefit acts or other employee benefit acts.

11.6     SUCCESSORS AND ASSIGNS

11.6.1 The Owner and Design/Builder, respectively, bind themselves, their
partners, successors, assigns and legal representatives to the other party to
this Part 2 Agreement and to the partners, successors and assigns of such other
party with respect to all covenants of this Part 2 Agreement. Neither the Owner
nor the Design/Builder shall assign this Part 2 Agreement without the written
consent of the other. The Owner may assign this Part 2 Agreement to any
institutional lender providing construction financing, and the Design/Builder
agrees to execute all consents reasonable required to facilitate such an
assignment. If either party makes such an assignment, that party shall
nevertheless remain legally responsible for all obligations under this Part 2
Agreement, unless otherwise agreed by the other party.

11.7     TERMINATION OF PROFESSIONAL
         DESIGN SERVICES

11.7.1 Prior to termination of the services of the Architect or any other design
professional designated in this Part 2 Agreement, the Design/Builder shall
identify to the Owner in writing another architect or other design professional
with respect to whom the Owner has no reasonable objection, who will provide the
services originally to have been provided by the Architect or other design
professional being terminated.

11.8     EXTENT OF AGREEMENT

11.8.1 This Part 2 Agreement represents the entire agreement between the Owner
and the Design/Builder and supersedes prior negotiations, representations or
agreements, either written or oral. This Part 2 Agreement may be amended only by
written instrument and signed by both the Owner and the Design/Builder.


------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA-
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #25



<PAGE>

                                   ARTICLE 12
                          TERMINATION OF THE AGREEMENT

12.1     TERMINATION BY THE OWNER

12.1.1 This Part 2 Agreement may be terminated by the Owner upon 14 days'
written notice to the Design/Builder in the event that the Project is abandoned.
If such termination occurs, the Owner shall pay the Design/Builder for Work
completed and for proven loss sustained upon materials, equipment, tools, and
construction equipment and machinery, including reasonable profit and applicable
damages.

12.1.2 If the Design/Builder defaults or persistently fails or neglects to carry
out the Work in accordance with the Contract Documents or fails to perform the
provisions of this Part 2 Agreement, the Owner may give written notice that the
Owner intends to terminate this Part 2 Agreement. If the Design/Builder fails to
correct the defaults, failure or neglect within seven (7) days after being given
notice, the Owner may then give a second written notice and, after an additional
seven (7) days, the Owner may without prejudice to any other remedy terminate
the employment of the Design/Builder and take possession of the site and of all
materials, equipment, tools and construction equipment and machinery thereon
owned by the Design/Builder and finish the Work by whatever method the Owner may
deem expedient. If the unpaid balance of the Contract Sum exceeds the expense of
finishing the Work and all damages incurred by the Owner, such excess shall be
paid to the Design/Builder. If the expense of completing the Work and all
damages incurred by the owner exceeds the unpaid balance, the Design/Builder
shall pay the difference to the Owner. This obligation for payment shall survive
termination of this Part 2 Agreement.

12.2     TERMINATION BY THE DEIGN/BUILDER

12.2.1 If the Owner fails to make payment when due, the Design/Builder may give
written notice to the Design/Builder's intention to terminate this Part 2
Agreement. If the Design/Builder fails to receive payment within seven (7) days
after receipt of such notice by the Owner, the Design/Builder may give a second
written notice and, seven (7) days after receipt of such second written notice
by the Owner, may terminate this Part 2 Agreement and recover from the Owner
payment for Work executed and for proven losses sustained upon materials,
equipment, tools, construction equipment and machinery, including reasonable
profit and applicable damages.

                                   ARTICLE 13
                              BASIS OF COMPENSATION

The owner shall compensate the Design/Builder in accordance with Article 5,
Payment, and the other provisions of this Part 2 Agreement as described below.

13.1 COMPENSATION

13.1.1 For the Design/Builder's performance of the Work, as described in
Paragraph 3.2 and including any other services listed in Article 14 as part of
Basic Services, the Owner shall pay the Design/Builder in current funds the
Contract Sum as follows:

$2,301,238.00 (Two Million Three Hundred One Thousand Two Hundred Thirty Eight
Dollars and no/100 in monthly draws based on ninety percent (90%) of work
completed in the prior month.


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AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA-
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #26


<PAGE>


13.1.2 For Additional Services, as described in Paragraph 3.3 and including any
other services listed in Article 14 as Additional Services, compensation shall
be as follows: As agreed per approved change order authorizations.

13.2.2 FOR REIMBURSABLE EXPENSES, compensation shall be a multiple of ( ) times
the amounts expended.

13.3     INTEREST PAYMENTS

13.3.1 The rate of interest for past due payments shall be as follows:
Prime interest rate plus one percent

                                   ARTICLE 14
                          OTHER CONDITIONS AND SERVICES

14.1 The Basic Services to be performed shall be commenced on and, subject to
authorized adjustments and to delay caused by the Design/Builder, Substantial
Completion shall be achieved in the Contract Time of ( ) calendar days.

14.2 The Basic Services beyond those described in Article 3 are as follows:
One Hundred and Eighty Days (180)

14.3 Additional Services beyond those described in Article 3 are as follows:
Design and Construction of new 4000sf office/lab building

14.4 The Design/Builder shall submit an Application for Payment on the fifth
(5th) day of each month.

14.5 The Design/Builder's Proposal includes the following documents:


See the attached exhibit "A".

This Agreement entered into as of the day and year first written above.

OWNER                                DESIGN/BUILDER



      /s/ Roger Hurst                            /s/ Don Weaver
------------------------------       -------------------------------------------
(Signature)                          (Signature)



------------------------------------------------------------------------------
AIA DOCUMENT A191 - OWNER-DESIGN/BUILDER AGREEMENT - SECOND EDITION - AIA-
(C)1995 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW,
WASHINGTON, DC 20006-5292 - WARNING. Unauthorized photocopying violates U.S.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

                                                   Electronic Format A191 - 1996
                                               User Document: ASPEN - 2/26/2001.
                 AIA License Number 109319, which expires on 1/2/2002 - Page #27

<PAGE>

                                   EXHIBIT "A"

                                 ASPEN BIO, INC.

                             CRITERIA SPECIFICATIONS

                                FEBRUARY 7, 2002

The following is a criteria specification used in preparing the quote for your
new facility, a 40,000 SF tilt up concrete building with 17,000 SF of office/lab
build out, and 23,000 SF of warehouse:

         - Complete plans and specifications

         - Permits and utility fees

         - 5" structural concrete slab

         - Tilt up wall panels for 18' clear height

         - Two (2) 10' x 12' overhead doors

         - Ten (10) year modified bituminous roof with R30 insulation

         - Landscape per code

         - 45,000 SF of asphalt paving

         - 1,200 amp, 480 volt, 3 phase electrical service

         - One (1) 5' x 9' concrete monument sign with signage by owner

         - Complete fire alarm and sprinkler system as required by code
           including additional footage to place sprinkler connection at the
           rear of the building

Interior Finish To Include:

         - 17,000 SF 2' x 4' acoustical ceiling

         - 1,200 LF 9' wall with paint and base

         - 33 Plastic-clad doors and aluminum frames

         - 2,150 SF glass and aluminum store front which includes an
           additional 1,104 SF at the request of Aspen Bio

         - Restrooms per code for office and lab

         - 17,000 SF of carpet and VCT

         - 50 tons of air conditioning with grilles and diffusers

         - 230-2' x 4' lay-in receptacles

         - 11- duplex receptacles

         - 40 phone boxes with conduit to ceiling space

Warehouse to include:

         - Heat for fire sprinkler protection

         - Minimum lights to meet code for future expansion

Exclusion:

         - Millwork, cold rooms and hoods by owner

         - Electrical distribution to owner's equipment by owner


<PAGE>


CHANGE ORDER                                         OWNER            [ ]
                                                     ARCHITECT        [ ]
                                                     CONTRACTOR       [ ]
AIA DOCUMENT G701 -                                  FIELD            [ ]
ELECTRONIC FORMAT                                    OTHER            [ ]

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

PROJECT:
(name, address)                             CHANGE ORDER NUMBER:  One
Aspen Bio, inc.                             DATE:  April 9, 2002
1585 South Perry Street                     ARCHITECT'S PROJECT NO.:  N/A
Castle Rock, Colorado 80104

TO CONTRACTOR:                              CONTRACT DATE:  February 26, 2002
(name, address)                             CONTRACT FOR:
Urban Construction, Inc.
7437 Village Square Drive, Suite 200
Castle Rock, Colorado 80104
The Contract is changed as follows:
To include in the scope of work the tenant finish drawings as labeled and dated
per the attached exhibit "A" and an $80,000.00 allowance for millwork.

Not valid until signed by the Owner, Architect and Contractor.

<Table>
<S>                                                                                  <C>
The original (Contract Sum) was                                                      $  2,301,238.00
Net change by previously authorized Change Orders                                               0.00
The (Contract Sum) prior to this Change Order was                                       2,301,238.00
The (Contract Sum) will be (increased)
   By this Change Order in the amount of                                                  606,133.00
The new (Contract Sum) including this Change Order will be                           $  2,907,371.00
                                                                                     ---------------
</Table>

The Contract Time will be (unchanged) by   (____) days
The Date of Substantial Completion as of the date of this Change Order therefore
is unchanged

NOTE: This summary does not reflect changes in the Contract Sum, Contract Time,
or Guaranteed Maximum Price which have been authorized by Construction Change
Directive

<Table>
ARCHITECT                        CONTRACTOR                            OWNER
<S>                              <C>                                   <C>
Urban Construction, Inc.         Urban Construction, Inc.              Roger Hunt
Robert G. Hooper, AIA            Address:                              Address:
Address:                         7437 Village Square Dr., #200         8100 Southpark Way, Ste. B-1
7437 Village Sqr. Dr., #200      Castle Rock Colorado 80104            Littleton, Colorado 80120
Castle Rock, Colorado 80104
                                 By:                                   By:      /s/ Roger Hurst
                                    --------------------------             --------------------------
By:    /s/ Robert G. Hooper           Date:  4/25/02                   Date:    4/25/02
    -------------------------
Date:
</Table>


AIA DOCUMENT G701 - CHANGE ORDER - 1987 EDITION - AIA COPYRIGHT 1987 - THE
AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C.
20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and is
subject to legal prosecution. This document was electronically produced with
permission of the AIA and can be reproduced without violation until the date of
expiration as noted below.
Electionic Format: G701-1987
User Document: ASPEN - 4/9/2001.
AIA License number 109319, which expires on 1/2/2002


<PAGE>


                                   EXHIBIT "A"

<Table>
<S>                                                                                     <C>
GENERAL
A.0           Title & Index                                                             2/25/02
A.03          Schedules & Details                                                       2/25/02
A.04          Finish Schedules/General                                                  2/25/02

CIVIL/STATE
SP1           Site Plan                                                                 2/25/02
SP2           Site Details                                                              2/14/02
L1.1          Landscaping Plan                                                          2/14/02

C0.1          Construction Notes                                                        3/01/02
C1.1          Horizontal Control Plan                                                   3/10/02
C2.1          Grading Plan                                                              3/01/02
C2.2          Drainage Plan                                                             3/01/02
C3.1          Utility Plan                                                              3/01/02
C4.1          Erosion Control Plan                                                      3/01/02
C4.2          Erosion Control Detail                                                    3/01/02
C5.1          Construction Details                                                      3/01/02
C5.2          Construction Details                                                      3/01/02
C5.3          Construction Details                                                      3/01/02
C5.4          Construction Details                                                      3/01/02
C5.5          Construction Details                                                      3/01/02

ARCHITECTURAL
A1.1          Floor Plan                                                                2/25/02
A1.2          Enlarged Office Imprv.                                                    2/25/02
A2.1          Reflected Ceiling Plan                                                    2/25/02
A3.1          Partition Type Plan                                                       2/25/02
A4.1          Sections & Details                                                        2/25/02
A4.2          Sections & Details                                                        2/25/02

STRUCTURAL
S1            General Notes and Typical Details                                         2/14/02
S2            Foundation Plan                                                           2/14/02
S3            Roof Framing Plan                                                         2/14/02
S4            Panel Elevations                                                          2/14/02
S5            Panel Schedules                                                           2/14/02
S6            Foundation Sections                                                       2/14/02
S7            Roof Framing Sections                                                     2/14/02
S8            Embed Plates                                                              2/14/02

MECHANICAL/ELECTRICAL/PLUMBING
M.1           Mechanical Schedules & Specs                                              3/01/02
M.2           HVAC Plan                                                                 3/01/02
M.3           Controls                                                                  3/01/02
M.4           Plumbing Floor Plan                                                       3/01/02
M.5           Plumb. Riser & Details                                                    3/01/02
M.6           Gas Piping Floor Plan                                                     3/01/02
E.01          SYMB/SPEC/L LINE/SCHED                                                    3/01/02
E1.1          Office Improvement Plan                                                   3/01/02
E.2           Lighting Plan                                                             3/01/02
E.3           Power Plan                                                                3/01/02
E.4           Schedules                                                                 3/01/02
</Table>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>13
<FILENAME>d95933a2exv23w1.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>14
<FILENAME>d95933a2exv23w2.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 nine months ended
July 31, 2000, which is included in the Form S-1, Amendment 2, dated July 8,
2002 of AspenBio, Inc. and to the reference to our Firm under the caption
"Experts" in the Form S-1 A-2.



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

July 8, 2002


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