EXHIBIT 10.4

                                 PROMISSORY NOTE
$20,000                                                     Date August 23, 2002

For value received,  the undersigned  Vitro  Diagnostics,  Inc. (the "Promisor")
promises  to pay to the order of James R. Musick at 9238 Black  Mountain  Drive,
Conifer,  CO (or at such other place as the Payee may  designate in writing) the
sum of $20,000.00 plus interest from August 23, 2002, on the unpaid principle at
a rate of 8 % per annum.

The proceeds loaned by payee are intended to support corporate operations of the
Promisor.

Unpaid  principal after the due date shown below shall accrue interest at a rate
of 10 % annually until paid in full.

Unpaid  principal  and  accrued  interest  shall be payable in full on or before
August 23, 2003, the "Due Date".

The  Promisor  agrees to provide  collateral  for this note by providing a first
lien on certain  assets  owned by the  Promisor  as set forth in Appendix A. The
Promisor  reserves the right to prepay this Note, in whole or in part,  prior to
the Due Date with no prepayment penalty.

Promisor also agrees to grant to payee  options to purchase  common stock of the
Promisor  in the amount of 50% of the value of this note,  i.e.,  $10,000 at the
bid price of the Promisor's  common stock on the day the option is granted.  For
example, if the bid price were $0.1/share, then the total grant of options would
be  100,000  shares at an  exercise  price of  $0.1/share.  The  option is to be
granted  on the day the  Promisor  receives  $20,000  cash from the payee at the
closing bid price of VODG stock for a 10-year term without vesting.

If any  payment  obligation  under  this Note is not paid when due the  Promisor
agrees to pay all  costs of  collection,  including  reasonable  attorney  fees,
whether or not a lawsuit is commenced as part of the collection process.

If any of the  following  events  of  default  occur,  the  Note  and any  other
obligations  of the  Promisor to the payee,  shall become due upon demand of the
payee:

1)   the failure of the Promisor to pay the principal  and any accrued  interest
     in full on or before the Due Date;
2)   the filing of bankruptcy proceedings involving the Promisor as a Debtor;
3)   the application for appointment of a receiver for the Promisor;
4)   the  making of a  general  assignment  for the  benefit  of the  Promisor's
     creditors;
5)   the insolvency of the Promisor.

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In  addition,  the  Promisor  shall be in default if there is a sale,  transfer,
assignment,  or any other  disposition of any assets pledged as security for the
payment of this Note, or if there is a default in any security  agreement  which
secures this Note.

If any  one or  more  of the  provisions  of  this  Note  are  determined  to be
unenforceable,  in whole or in part,  for any reason,  the remaining  provisions
shall remain fully operative.

All payments of  principal  and interest on this Note shall be paid in the legal
currency of the United States. Promisor waives presentment for payment, protest,
and notice of protest and nonpayment of this Note.

No renewal or extension of this Note,  delay in enforcing any right of the Payee
under this note,  or assignment by Payee of this Note shall affect the liability
of the Promisor.  All rights of the Payee under this Note are cumulative and may
be exercised concurrently or consecutively at the Payee's option.

This  Note  shall be  construed  in  accordance  with  the laws of the  State of
Colorado.

Executed on this 23rd day of August, 2002
                 ----        ------

By: /s/ Erik D. Van Horn
    --------------------------------------------------------
        Erik D. Van Horn, Secretary, Vitro Diagnostics, Inc.


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APPENDIX A

Collateral used to secure promissory note:

1. United States Patent Numbers  5,990,288 & 6,414,123 B1,  entitled  "Method of
Purifying FSH" including all  continuations,  divisions,  continuations-in-part,
reissues, reexaminations, substitutions and foreign counterparts thereof.