BUSINESS DEVELOPMENT AGREEMENT

     THIS  BUSINESS  DEVELOPMENT  AGREEMENT  (the  "Agreement")  is  made  to be
effective the 3rd day of November, 2000, by and between VITRO DIAGNOSTICS, INC.,
a Nevada corporation (the "Company") and PHARMA-LINKS, INC. (the "Consultant").

                                    RECITALS

     WHEREAS,  the Company  desires to retain the services of the  Consultant to
assist the Company in its efforts to execute a strategic alliance, joint venture
or other  relationship  with a third  party to exploit  and/or  develop  certain
technology of the Company; and

     WHEREAS,  the  Consultant  desires to provide said services in exchange for
compensation  which shall be payable upon the closing of a business  arrangement
with such third  party,  in  accordance  with the further  terms and  conditions
herein.

     NOW THEREFORE,  in consideration of the foregoing recitals,  which shall be
considered  an integral  part of this  Agreement,  and the mutual  promises  and
conditions hereinafter set forth, the parties hereby agree as follows:

1.   Services.
--------------

     1.1. The  Consultant  shall,  and the Company  engages the Consultant on an
exclusive  basis to,  provide the following  services to the Company  during the
term of this Agreement (the "Services"):

          a)  Introductions.  The  Consultant  shall  provide the  Company  with
     introductions  to third parties (the  "Potential  Partners")  who may enter
     into  agreements  with the  Company (a  "Business  Arrangement")  for (i) a
     strategic alliance, joint venture, partnership,  equity investment, license
     or other  relationship  to  develop,  produce,  market,  distribute  and/or
     otherwise exploit certain proprietary  technology described in Exhibit "A,"
     attached  hereto and  incorporated  herein by reference  (the  "Proprietary
     Technology"), or (ii) a merger, consolidation or other combination, or sale
     of all or a portion of the business,  assets or stock of the Company. These
     introductions  shall include,  with the  Consultant's  reasonable  efforts,
     Pharmacia  Corporation,  Organon,  Inc. Abbott Laboratories,  Inc. and such
     other third parties  identified in writing by Consultant or referred by the
     Company as provided in Section 1.5 below;

          b) Counseling.  The Consultant shall counsel the Company regarding the
     various forms of relationships which may be attractive to the Company,  and
     assist the Company in structuring a relationship that would be advantageous
     to the Company for the purposes  described  above and which would be in the
     best  interest  of  the  Company,   provided,   however,   that  any  final
     determination  with respect thereto shall be the responsibility of and made
     by the Company;

                                        1
<PAGE>

          c)  Presentations.  The  Consultant  shall  assist  the  Company  with
     presentations  to the Potential  Partners,  including,  but not limited to,
     preparation  and   presentation   of   introductory   material  and  onsite
     presentations  regarding business,  scientific and technological issues and
     matters;

          d)  Negotiations.  The Consultant  shall, at the Company's  direction,
     further  assist the Company in  negotiations  with the  Potential  Partners
     regarding the form and content of a Business Arrangement,  and shall assist
     the Company in the closing of the Business Arrangement; and

          e)  Management.  The  Consultant  shall,  at the Company's  direction,
     provide strategic assistance with management of the Business Arrangement.

     1.2  Notwithstanding the forgoing Services to be rendered by Consultant and
his  status  as an  independent  contractor,  the terms  and  conditions  of any
Business  Arrangement  or any other  agreement to which the Company may be party
shall be subject at all times to the  approval of the Board of  Directors of the
Company,  and the Board shall not be obligated to accept any proposal  submitted
by the Consultant.

     1.3 The Consultant  shall at all times  faithfully,  with diligence and the
use of his reasonable  efforts,  experience and talents,  perform all the duties
that  may be  reasonably  required  of  him  pursuant  to  this  Agreement.  The
Consultant  shall devote as much of the  Consultant's  time and attention as the
Consultant deems necessary to fulfill the Consultant's  responsibilities herein,
provided  that the  Consultant  is not expected to perform  these  services on a
full-time  basis.  The Consultant  shall determine when and where the Consultant
shall provide said services.

     1.4  Consultant  shall be an  independent  contractor  with  respect to all
services  provided to the  Company.  The Company  shall not be  responsible  for
payment of FICA/FUTA or for providing  workers'  compensation  insurance for the
Consultant.  The Company  shall not  withhold in respect of any state or federal
income taxes on account of Consultant's compensation.  The Consultant may retain
the services of third parties in providing the Services hereunder, provided that
Consultant  shall  be  solely  responsible  for  the  payment  of any  fees  and
compensation in connection  therewith.  Consultant  shall make all  arrangements
necessary,  in its  discretion,  for  timely  payment  of all the  foregoing  on
Consultant's own account.

     1.5  In  the  event  that  the  Company  or its  directors,  management  or
shareholders  initiate or receive any meaningful  inquiry or are otherwise aware
of the interest of any third party concerning any transaction as contemplated in
this  Agreement,  the Company shall promptly  inform the Consultant of the third
party and its interest and such third party shall be deemed a Potential  Partner
hereunder and the Consultant shall provide its Services with respect thereto.

     1.6  The  Company  shall  provide  the  Consultant  with  such  information
regarding the Proprietary Technology, the Company and its business and assets as
may be  reasonably  required  by  the  Consultant  in  performing  its  Services
hereunder,   and  the  Company  shall  be  responsible   for  the  accuracy  and
completeness of all such information.

                                        2
<PAGE>


2.   Term.
----------

     The  term of this  Agreement  shall be for a  period  of one year  from the
effective date set forth above.  Upon expiration of the initial one-year term of
this  Agreement,  the term may be extended upon mutual written  agreement by the
parties.


3.   Fees.
----------

     The Company shall pay to the Consultant a fee for the Services, as follows:

     3.1 Upon  completion of the closing of a Business  Arrangement  ("Closing")
within the term of this  Agreement  (subject  to  Section  3.3  below),  or if a
definitive  agreement  entered  into  by the  Company  during  the  term of this
Agreement (subject to Section 3.3 below) with respect to a Business  Arrangement
is not consummated due to a breach or default by the Company,  the Company shall
pay the Consultant,  in cash, a fee equal to five percent (5 %) of the aggregate
consideration  received  with  respect  to the  Business  Arrangement,  plus  an
additional one percent (1%) for each $10 million of such aggregate consideration
in excess of $30 million,  subject to a maximum fee of ten percent (10%) for any
aggregate  consideration  in excess of $80  million.  For the  purposes  hereof,
aggregate  consideration shall include cash, assets,  securities,  license fees,
installment payments, milestone payments, royalties, contingent payments and any
other form of  compensation  or  sharing  of sales or  income.  In the event the
Company enters into a Business Arrangement with more than one Potential Partner,
the aggregate  consideration used to calculate the Consultant's fee shall be the
sum total of the  aggregate  consideration  received  or to be  received in each
Business Arrangement.

     3.2 The fee payable to Consultant under Section 3.1 shall be payable at the
time of,  and  only  upon,  receipt  by the  Company  of the  related  aggregate
consideration, including receipt thereof following the Closing. In the event the
Consultant  shall be  entitled  to a fee  under  Section  3.1  other  than  upon
consummation of a Closing,  the amount of the  Consultant's  fee with respect to
aggregate consideration  represented by installments,  royalties or other future
payments  shall be calculated  and paid at a discounted  rate based on Citibank,
N.A.'s then current prime rate.

     3.3 The Consultant shall also be entitled to the fee under Section 3.1 if a
Closing occurs, or the Company enters in a definitive  agreement with respect to
a  Business  Arrangement,  within  twelve  months  (12)  after  the term of this
Agreement, or any extension or renewal thereof.

4.   Expenses.
--------------

     a) In  addition  to the  compensation  described  in  Section 3 above,  the
Company  shall also  reimburse  the  Consultant  for  reasonable  and  necessary
expenses  incurred by the  Consultant on the Company's  behalf in furtherance of
the performance of the Services,  upon the presentation by the Consultant,  from
time to time,  of an  itemized  account of such  expenditures,  with  supporting
documentation for travel, entertainment and expenses.

     b) All  expenses  in excess of $2,500  per month  must be  approved  by the
Company in writing in advance.

                                        3
<PAGE>



     c) The  Consultant  may request an advance  from the  Company for  expenses
incurred pursuant to this Agreement.

5.   Non-exclusivity and Non-Compete.
-------------------------------------

     This Agreement does not prohibit the Consultant from performing services of
any kind or nature for any other entities or concerns, or from entering into any
other business of any kind or nature.

6.   Benefits.
--------------

     The Company shall not provide the  Consultant  with  insurance or any other
benefits of any kind whatsoever  under this  Agreement,  except as expressly set
forth herein.

7.   Confidential Information.
------------------------------

     a) The Consultant shall enter into a  Confidentiality,  Non-Disclosure  and
Non-Circumvention Agreement, attached hereto as Exhibit "B", and incorporated by
reference herein.

     b) The  Consultant  agrees  that  as a  condition  of this  Agreement,  all
Potential  Partners  which may receive any  Confidential  Information  about the
Company shall execute and be bound by the  Confidentiality,  Non-Disclosure  and
Non-Circumvention Agreement or similar instrument reasonably satisfactory to the
Company.  The  Consultant  shall be  responsible  for  obtaining  such  executed
agreement from the Potential Partners and a copy of the executed agreement shall
be provided to the Company immediately upon such execution.

8.   General Provisions.
-------------------------

     a) Entire Agreement.  This Agreement and its Exhibits constitute the entire
understanding  of the  Parties  with  regard  to this  Agreement.  There  are no
representations,  promises,  warranties,  covenants or  undertakings  other than
those expressly set forth herein. No modification or amendment of this Agreement
shall be binding unless executed in writing by all Parties.

     b) Waivers.  No waiver of any provision of this Agreement shall be deemed a
waiver  of any  other  provision,  nor  shall any  single  waiver  constitute  a
continuing waiver. The failure of any party to seek redress for violation of, or
to insist  upon the strict  performance  of any  covenant or  condition  of this
Agreement,  shall not  prevent a  subsequent  act which  would  have  originally
constituted a violation, from having the effect of an original violation.

     c) Counterparts and Facsimile Signatures. This Agreement may be executed in
several counterparts, and all counterparts shall constitute the whole Agreement.
Facsimile signatures are acceptable as original signatures.

     d)  Indemnification.  The Company  shall  indemnify  and hold  harmless the
Consultant  from and  against  all  losses,  claims,  damages,  liabilities  and
expenses  (collectively,  "Liabilities")  incurred by the Consultant  (including
fees and  disbursements  of  counsel)  which (i) are  related to or arise out of
actions taken or omitted to be taken  (including any untrue  statements  made or
any statements  omitted to be  made)  by the Company or  by  Consultant with the

                                        4
<PAGE>


Company's  consent or in conformity  with the Company's  actions or omissions or
(ii) are otherwise related to or arise out of the Consultant's activities on the
Company's  behalf in  connection  with the  Services,  and shall  reimburse  the
Consultant for all expenses  (including fees and  disbursements of counsel),  as
incurred,  in  connection  with  investigating,  preparing or defending any such
action or  claim,  whether  or not in  connection  with  pending  or  threatened
litigation.;  provided  that the  Company  shall not have any  liability  to the
Consultant,  nor shall the Consultant have any liability to the Company,  for or
in connection with Liabilities  unless such  Liabilities are finally  judicially
determined to have resulted primarily from the Consultant's  willful misfeasance
or gross negligence.

     e) Governing Law. This Agreement  shall be construed and governed under the
laws of the State of New York.


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

                                    COMPANY:

                                                 VITRO DIAGNOSTICS, INC.


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

                                   CONSULTANT:

                                                   PHARMA-LINKS, INC.


                                              By:  /s/ Ronald L. Goode
                                                   --------------------------
                                                   Ronald L. Goode
                                        5
<PAGE>

                                   EXHIBIT "A"

                             PROPRIETARY TECHNOLOGY

a)   Technology  related to FSH  purification  according to U.S.  Patent  Number
     5,990,288;

b)   Urofollitropin, purified for injection;

c)   Other  technology  related  to FSH  that  is  presently  under  development
     including: multiple dose syringe, designer FSH/uFSH, cell line-derived FSH,
     recombinant FSH, recombinant and cell line- derived LH; and

d)   Cell immortalization  technology as described in International  Publication
     Number WO 00/43500, entitled "Immortalized Cell Lines and Methods of Making
     the Same".

                                        1
<PAGE>


                                   EXHIBIT "B"

         CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

     THIS CONFIDENTIALITY,  NON-DISCLOSURE AND NON-CIRCUMVENTION  AGREEMENT (the
"Agreement"),  is made to be effective this _____ day of __________,  200__,  by
and  between  VITRO  DIAGNOSTICS,  a  Nevada  corporation  (the  "Company")  and
____________________________ (the "Receiving Party").

                                 R E C I T A L S

     WHEREAS,  the Company and Receiving Party desire to enter into  preliminary
discussions  concerning a possible  business  relationship,  including,  without
limitation,  partnership  or joint venture for the mutual benefit of each party;
and

     WHEREAS, in order to explore the possibility of entering into this business
arrangement,  it will be necessary  for Company to furnish the  Receiving  Party
information   which  Company  deems  to  be  confidential   (the   "Confidential
Information"); and

     WHEREAS,  the  Company  shall  disclose  Confidential  Information  to  the
Receiving  Party for the purposes set forth herein,  only on the condition  that
the  Receiving  Party  agree  that  all  such   information   remains   strictly
confidential,  and  shall  not be used by the  Receiving  Party  or its  agents,
employees,   representatives   or  assigns  to  profit  from  the  use  of  such
Confidential  Information  or to  circumvent or interfere in any manner with any
prospective business opportunity or advantage which Company may have, or for any
other purpose whatsoever, without the prior written consent of Company.

     NOW THEREFORE,  in consideration of the foregoing recitals,  which shall be
considered  an integral  part of this  Agreement,  and the mutual  promises  and
conditions hereinafter set forth, the parties hereby agree as follows:

1.   Definitions.
-----------------

     (a) For the purposes of this Agreement,  "Confidential  Information"  shall
mean any information  disclosed by Company which is marked "Confidential" and/or
"Proprietary,"  which  Company  or  its  representatives  indicate  verbally  is
confidential or proprietary,  resulting from  negotiations,  plans or agreements
contemplated,  discussed or reached between the parties or which would logically
be considered confidential and/or proprietary in view of its relationship to the
whole disclosure, whether such information is oral or written, acquired, devised
or developed in any manner by or from Company's personnel or files.

     (b) The  Confidential  Information  includes  all forms of  communications,
including,  but not limited  to,  data,  analysis,  summaries,  reports,  ideas,
concepts  and  information  of all kinds.  The  Confidential  Information,  also
includes,  but is not limited to,  technical data,  financial data, and business
plans,  in whatever  form or medium  provided to the  Receiving  Party,  whether
tangible or intangible,  as well as all  information  generated by the Receiving
Party that contains, reflects or is derived from the Confidential Information.

                                        1
<PAGE>


     (c) Company may, at its option, give written notice to the Receiving Party,
of oral disclosures that contain Confidential Information.  Such notice shall be
provided within fifteen (15) days of such oral disclosure.  Notwithstanding, the
failure of Company to give such  notice  does not exclude  such  information  as
being Confidential Information under this Agreement.

     (d) The Confidential  Information also includes, but is not limited to, all
ideas,  concepts and  improvements  to any of the foregoing,  that the Receiving
Party  learns of,  conceives,  develops or creates that  directly or  indirectly
arises from or relates to the Confidential Information.

2.   Prohibition.
-----------------

     (a) The Receiving Party agrees to keep  confidential and not to disclose to
any other  person or entity  all  Confidential  Information  being  provided  by
Company and not to use such  information for any purpose  whatsoever,  including
the  benefit  or  profit of the  Receiving  Party,  other  than  evaluating  the
possibility of a business arrangement with Company. The Receiving Party will not
make any oral or written disclosure concerning the information being provided to
it to any person or entity without the prior written approval of Company.

     (b) The Receiving  Party shall not reveal the  Confidential  Information to
any persons except: (i) to the Receiving Party's directors, officers, employees,
and  representatives  whose  knowledge  of the  information  is essential to the
purposes for which the  Confidential  Information is disclosed or received,  and
whose identities will be provided to Company.  The Receiving Party also warrants
that it shall not attempt nor have any third party attempt,  to reverse engineer
any Company technology.

     (c) The Receiving  Party hereby  agrees to take all necessary  precautions,
including the  establishment of appropriate  procedures and disciplines with its
employees,  consultants  and agents,  to safeguard in strictest  confidence  the
information  being  provided to Receiving  Party.  The  Receiving  Party further
agrees to take all actions necessary to enforce  compliance with this Agreement,
and  agrees to notify  Company  immediately  if it  believes,  or has  reason to
believe, that the confidentiality has been or is about to be violated.

     (d) The foregoing  restrictions on the Receiving Party's disclosure and use
of the  Confidential  Information  will  not  apply  to  the  extent  that  such
information is:

          (i) known to the Receiving party before receipt from Company, or

          (ii) of public  knowledge or domain  without  breach of the  Receiving
     Party's obligation under this Agreement, or

                                        2
<PAGE>

          (iii) as to which and to the extent to which the  Receiving  Party has
     received  express  written  consent  from  Company to  disclose  or use the
     Confidential Information, or

          The Receiving  Party will have the burden of proof  respecting  any of
     the  aforementioned  events  on  which  the  Receiving  Party  may  rely as
     relieving it from the  restrictions  on disclosure  or use of  Confidential
     Information.

3.   Non-Circumvention.
-----------------------

     The  Receiving  Party  agrees  for  itself,   its  agents,   employees  and
representatives  that no  contract  shall  be  made  and no  contact  initiated,
directly or indirectly,  with any third party whose identity may be disclosed in
any Confidential  Information and no action shall be taken,  whether directly or
indirectly,  to  circumvent  or interfere  in any manner with any  relationship,
opportunity or advantage Company may have established or interfere in any manner
whatsoever with the business of Company.

4.   Term.
----------

     The Receiving  Party is bound by this  Agreement  from the date the Parties
initiated  discussions  regarding  the field or  projects  described  above (the
"Effective Date") and for an indefinite period from the Effective Date.

5.   Mandatory Disclosure.
--------------------------

     In the event  Receiving  Party (or any of the  representatives)  receives a
request or is required (by  deposition,  interrogatory,  request for  documents,
subpoena,  civil investigative demand or similar purpose) to disclose all or any
part of the Confidential Information, the Receiving Party or representatives, as
the case may be, agrees to  immediately  notify  Company of the existence of and
the terms and  circumstances  surrounding  such request or  requirement  so that
Company may seek a protective order or other  appropriate  remedy.  In the event
that such  protective  order or other  remedy is not  obtained  or that  Company
waives  compliance with the provisions  hereof,  then (a) the Receiving Party or
the representatives,  as the case may be, may disclose to any tribunal only that
portion of the  Confidential  Information  which Receiving  Party, as advised by
counsel,  is legally  required to be  disclosed  and shall seek  assurance  that
confidential treatment will be accorded such Confidential  Information,  and (b)
Receiving Party shall not be liable for such disclosure unless disclosure to any
such tribunal was caused by or resulted from a previous  disclosure by Receiving
Party or any of the representatives not permitted by this Agreement.

6.   No License.
----------------

     The furnishing of  Confidential  Information  under this Agreement will not
constitute or be construed as a grant of any express or implied license or other
right of action  (except  with  respect to the  evaluation  contemplated  in the
Agreement)  by Company to the  Receiving  Party under any of Company's  patents,
copyrights or other intellectual property rights.

7.   Binding on Successors.
---------------------------

     In the  event  of a  sale,  merger,  consolidation,  corporate  separation,
reorganization  or  acquisition  which  results  in the change of control of the
Receiving  Party's  business  ("Asset  Transfer  Event"),  this Agreement  shall
survive the Asset Transfer  Event,  continue to bind the Receiving Party and the
resulting entity(ies), and remain in full force and effect throughout the Term.

8.   Return of Confidential Information.
----------------------------------------

     Upon written notice from Company or upon  completion of the purpose of this
Agreement, the Receiving Party shall immediately deliver to Company all material

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<PAGE>

of  whatever  nature that is in the  possession  or control of  Receiving  Party
(including  all  copies  thereof)  or  its  respective   agents,   employees  or
representatives and which relates in any manner to any Confidential Information;
provided,  however,  that  despite any such return of  material,  the  Receiving
Party,  its   representatives  and  employees  shall  retain  in  the  strictest
confidence all  Confidential  Information.  The Receiving Party thereafter shall
not utilize or  reproduce  in whole or in part such  information  in any respect
whatsoever.  The  responsible  officer of the  Receiving  Party shall certify in
writing  that the  Receiving  Party has  returned all material to Company or has
otherwise   completely  destroyed  the  same.  In  the  event  any  Confidential
Information is discovered at a later time, that  Confidential  Information shall
be returned to Company or destroyed.  Any information that is inadvertently  not
returned  or  destroyed,  shall  be  continued  to be  treated  as  Confidential
Information in accordance with the provisions herein.

9.   Copies.
------------

     Any copies of the  Confidential  Information or notes and other  memorandum
prepared by the Receiving  Party shall be treated as  Confidential  Information.
Copies  shall  be  made  only  of  Confidential   Information  that  Company  so
designates.

10.  Remedies.
--------------

     The Receiving Party  acknowledges  that a breach of its obligations  herein
may subject Company to immediate and irreparable harm for which monetary damages
alone cannot adequately compensate it. Receiving Party therefore consents to the
granting of injunctive relief,  whether temporarily,  preliminarily or final, in
favor of Company for an alleged breach or prospective breach of such obligations
by Receiving  Party or a party subject it its control,  without the necessity of
proof of actual damages.  Notwithstanding the foregoing,  Company shall have the
right to pursue any other remedies, either at law or in equity for any breach or
prospective breach of this Agreement.

11.  Indemnification.
---------------------

In addition to the foregoing, the Receiving Party
hereby  agrees to  indemnify  and hold  forever  harmless  Company,  its agents,
representative,  employees,  affiliates and assigns from and against any and all
damages,  liabilities,  actions, suits, proceedings,  losses, costs and expenses
(including  reasonable  attorneys'  and  experts  fees)  arising  out  of  or in
connection with any breach by the Receiving Party of this Agreement.

12.  Governing Law.
-------------------

     This  Agreement  shall be governed in all respects by the laws of the State
of Colorado.

13.  Entire Agreement.
----------------------

     This Agreement is the entire  Agreement  between the Parties and supersedes
all prior agreement or understandings concerning this subject matter.

14.  Binding Nature; Assignment.
--------------------------------

     This  Agreement  shall not be  assigned by either  party  without the prior
written  consent  of the other  party.  This  Agreement  shall be binding on the
successors and permitted assigns of the Parties.

15.  Modification.
------------------

     This Agreement can only be modified, amended or waived in writing signed by
the party to be charged.


16.  Costs.
-----------

     In the event any legal  action  is taken by either  party to  enforce  this
Agreement,  the  prevailing  party in such  action  shall be entitled to recover
attorneys' fees and costs from the other party.

                                        4
<PAGE>


17.  Partial Invalidity.
------------------------

     In the event that one or more of the provisions of this Agreement  shall be
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability of the remaining  provision contained herein shall not in any way
be affected or impaired thereby.

18.  No Waiver.
---------------

     No waiver of any  provision of this  Agreement  shall be deemed a waiver of
any other provision, nor shall any single waiver constitute a continuing waiver.
The failure of any party to seek redress for violation of, or to insist upon the
strict  performance  of any covenant or condition of this  Agreement,  shall not
prevent a subsequent  act which would have  originally  constituted a violation,
from having the effect of an original violation.

19.  Survival.
--------------

     The Receiving  Party's  obligations  under this agreement shall survive any
other agreements or relationship that the Receiving Party may have with Company,
and shall be  enforceable  notwithstanding  any other  obligations,  agreements,
waivers, or breaches.


     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Confidentiality,
Non-Disclosure  and  Non-Circumvention  Agreement  as of the day and year  first
above written.



                                    COMPANY:

                                                 VITRO DIAGNOSTICS, INC.


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



                                                   RECEIVING PARTY:


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

                                        5