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                                                                   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;



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         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.



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         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;



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                  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;



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                  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



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                  "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.



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         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



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         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:



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                  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

