Exhibit 10.2

PROMISSORY
NOTE

|              | 
|------------- | 
|U.S. $116,558 | 

For
value received, the undersigned Vitro Diagnostics, Inc. (Borrower)
promises to pay to the order of James R. Musick (Payee) at 9238
Black Mountain Drive, Conifer, CO 80433 (or at such other place as the Payee may
designate in writing) the sum of $116,558.00 plus interest from October 31,
2006, on the unpaid principle at a rate of 10 % per annum.

The
principal indebtedness consists of prior loans by the payee to the borrower
during the time period of August 23, 2002 to October 31, 2006 and accrued
interest to these individual notes as indicated in Appendix A, attached. These
prior notes are renewed according to the terms and conditions of the present
note, including relief from default.

The
Borrower agrees to provide collateral for this note consisting of a first lien
on certain assets owned by the borrower as set forth in Appendix B. This lien
has been in effect through a prior note between the payee and the borrower dated
August 23, 2002 as evidenced by a UCC filing.

Unpaid
principal and accrued interest shall be payable in full on or before October 31,
2007, the Due Date. The Borrower reserves the right to prepay this
Note, in whole or in part, prior to the Due Date with no prepayment penalty.

Unpaid
principal after the due date shown below shall accrue interest at a rate of 12 %
annually until paid in full.

If any
payment obligation under this Note is not paid when due the Borrower 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 Borrower to the payee, shall become due upon demand of the payee:

|1) |  | the
failure of the  Borrower to pay the  principal  and any accrued  interest in full on or
before the Due  Date;
|-- |  | -----------------------------------------------------------------------------------------------------------------

|2) |  | the
filing of bankruptcy proceedings involving the Borrower as a Debtor;
|-- |  | ------------------------------------------------------------------------

|3) |  | the
application for appointment of a receiver for the Borrower;
|-- |  | ---------------------------------------------------------------

|4) |  | the
making of a  general assignment for the benefit of the Borrowers creditors;
|-- |  | --------------------------------------------------------------------------------

|5) |  | the
insolvency of the Borrower.
|-- |  | -------------------------------

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. Borrower 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 Borrower. 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.

Borrower:
Vitro Diagnostics, Inc.  12635 East Montview Blvd  Suite 218  Aurora, CO 80045

By:    /s/   
James R. MusickJames R. Musick, Secretary, Vitro Diagnostics, Inc.



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APPENDIX A:
Prior loans from Payee to Borrower & Status at October 31, 2006

|AmountLoaned | Date ofLoan | %Interest  | AccruedInterest | DueDate | Collateral | STATUS     
|------------ | ----------- | ---------- | --------------- | ------- | ---------- | -----------
|$20,000      |             | 08/23/02   |                 | 10      |            | $  7,900   
|$10,000      |             | 05/15/03   |                 | 10      |            | $  3,458   
|$10,000      |             | 09/02/03   |                 | 10      |            | $  3,167   
|$10,000      |             | 10/14/04   |                 | 10      |            | $  2,042   
|$  2,200     |             | 01/14/05   |                 | 10      |            | $     394  
|$     500    |             | 04/29/05   |                 | 10      |            | $       75 
|$  2,000     |             | 05/04/05   |                 | 10      |            | $     300  
|$  5,000     |             | 08/14/05   |                 | 10      |            | $     604  
|$  2,500     |             | 09/16/05   |                 | 10      |            | $     281  
|$  3,000     |             | 10/03/05   |                 | 10      |            | $     325  
|$  3,600     |             | 10/18/05   |                 | 10      |            | $     375  
|$  3,000     |             | 11/02/05   |                 | 10      |            | $     300  
|$  8,400     |             | 11/18/05   |                 | 10      |            | $     805  
|$  4,100     |             | 12/16/06   |                 | 10      |            | $     359  
|$  1,500     |             | 12/20/05   |                 | 10      |            | $     131  
|$  7,000     |             | 01/04/06   |                 | 10      |            | $     584  
|$  2,000     |             | 01/13/06   |                 | 10      |            | $     158  
|$     500    |             | 10/31/2006 |                 | 10      |            | $         0
|             |             |            |                 |         |            |            
|$95,300      |             |            |                 |         |            | $21,258    
|             |             |            |                 |         |            |            

APPENDIX B

Collateral
used to secure the promissory note:

|1. |  | United
States Patent Number 5,990,288, entitled Method of Purifying FSH, including
all counterparts thereof.
|-- |  | --------------------------------------------------------------------------------------------------------------