EXHIBIT 10.5

                                AGREEMENT FOR THE
                              LIQUIDATION OF SHARES

     THIS  AGREEMENT (the  "Agreement")  is made to be effective the 17th day of
June 2002, by and between VITRO  DIAGNOSTICS,  INC., a Nevada  corporation  (the
"Company") and WORLD WIDE CAPITAL  INVESTORS,  LLC, a Colorado limited liability
company ("WWC" or the "LLC").

                                    RECITALS

     WHEREAS,  on August 7, 2000,  the Company and WWC entered into that certain
Registration Rights Agreement ("Rights Agreement") pursuant to which the Company
granted WWC certain  rights with regard to an aggregate  of 2,370,000  shares of
the Company's common stock (the "Shares"); and

     WHEREAS,  WWC  has  recently  made a  request  of  the  Company  to  permit
distribution  of the Shares to the members of the LLC without  registration  and
without the benefit of a legal opinion that would ordinarily be required; and

     WHEREAS,  the  Company  is willing  to forego  the  requirement  of a legal
opinion  in  connection  with the  proposed  distribution  of the  Shares to the
members of the LLC in exchange for certain  agreements by WWC with regard to its
registration rights; and

     WHEREAS,  the parties wish to memorialize the terms and conditions of their
agreement, as revised.

     NOW THEREFORE,  in consideration of the foregoing recitals,  which shall be
considered  an  integral  part of this  Agreement,  and other good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged,  it
is hereby agreed as follows:

     1.1 Liquidation of Shares.
     --------------------------
     The Company  hereby  acknowledges  receipt of a request  from WWC to cancel
certificate  number  10131 in the amount of  2,370,000  shares of the  Company's
common  stock and to  transfer  the Shares to the members of the LLC pro rata in
accordance with their interest in the LLC in order to liquidate and dissolve the
LLC. Subject to the terms and conditions of this Agreement, the Company consents
to  liquidation  of the  Shares by WWC pro rata to its  members  solely  for the
purpose of dissolving the LLC.

     1.2 Delivery of Subscription Agreement.
     ---------------------------------------
     As a condition of the Company permitting  liquidation of the Shares, and in
order to insure  compliance with applicable  federal and state  securities laws,
WWC  acknowledges  that each  member of the LLC will be  required  to  execute a
subscription agreement in the form attached hereto as Exhibit A and incorporated
by reference.  The Company has prepared the agreement and will assist the LLC in
delivering the agreement to its members,  it shall be the  responsibility of WWC
to insure that the agreements are timely executed and returned by the members.

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     1.3 Information Regarding Members of the LLC.
     ---------------------------------------------
     WWC has  previously  provided  to the  Company a list of the members of the
LLC,  together  with their  addresses and interest in the LLC. The Company shall
rely on this information for purposes of delivering the subscription  agreements
and calculating  the amount of shares to which each member is entitled.  WWC, on
behalf  of  itself  and each of its  members,  hereby  releases  and  agrees  to
indemnify  the Company for any error or  omission in  calculating  the number of
shares to be received by each  member,  such  calculation  to be based solely on
information  provided by the LLC. The Company  undertakes no responsibility  for
the accuracy of the information provided by WWC.

     1.4 Delivery of Shares.
     -----------------------
     Upon receipt of an executed subscription agreement from each member of WWC,
and a  check  in  the  amount  of  $20  made  payable  to  "Securities  Transfer
Corporation," the Company shall issue to such member a certificate  representing
a pro rata amount of the Shares.  Each  certificate  shall bear the  restrictive
legend required by Rule 144 of the Securities Act of 1933.

     1.5 Escheat of Shares.
     ----------------------
     The  Shares  intended  for  members  for WWC who do not  submit a  properly
executed  subscription  agreement shall be held by the Company on behalf of each
member until such shares would  escheat to the State of Colorado  under the laws
of that State. Thereafter,  the shares may be forfeited as required by that law.
The Company  agrees to notify WWC of the failure to receive  executed  documents
from any member.

     1.6 Costs.
     ----------
     The  Company  shall  pay the  costs of  preparing  this  Agreement  and the
subscription  agreement to be  delivered  to the  members,  but the LLC shall be
responsible  for the costs of any transfer taxes in connection with the transfer
of the Shares,  the costs of the transfer  agent that are not  reimbursed by the
members and the fees and expenses of its legal counsel.

     2. Transfer of Registration Rights.
     -----------------------------------
     In  connection  with the proposed  liquidation  of WWC, the Company  hereby
consents  to the  transfer  of all  rights  originally  granted to WWC under the
Rights  Agreement to its members pro rata in  accordance  with their  membership
interest therein; provided, however, that Section 1.4 of the Rights Agreement is
hereby amended to provide that "Initiating  Holders" shall mean the holder of at
least 1,580,000 shares, cumulatively, of registerable securities.

     3. Beneficiaries.
     -----------------
     The parties  agree that the members of the LLC are entitled to the benefits
of this Agreement,  and that each is subject to the terms and conditions hereof,
it being  specifically  understood that this Agreement is for the benefit of the
members.

     4. Counterparts.
     ----------------
     This Agreement may be executed in counterparts,  and all counterparts shall
constitute one and the same document. Facsimile signatures shall be acceptable.


                            (Signature page follows)

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<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement, to be effective on the date first above written.

                                    COMPANY:

                                    VITRO DIAGNOSTICS, INC.


                                    By: /s/ James R. Musick
                                        ----------------------------------------
                                        James R. Musick, President



                                    WORLD WIDE CAPITAL INVESTORS, LLC


                                    By: /s/ Kilyn Roth
                                        ----------------------------------------
                                        Kilyn Roth, Manager










P:\CLIENTS\VITRO\Agreements\Agreement with WWC.DOC