Exhibit 3.15

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             VITRO DIAGNOSTICS, INC.
                           __________________________

     Pursuant to the  provisions of Chapter 78 of the Nevada  Revised  Statutes,
the undersigned  Corporation  adopts the following Amended and Restated Articles
of  Incorporation.  These  articles  correctly  set forth the  provisions of the
Articles of  Incorporation,  as amended,  and supersede the original Articles of
Incorporation and all amendments thereto.

     ARTICLE I. Name.
                -----
     The Name of the Corporation is VITRO DIAGNOSTICS, INC.

     ARTICLE II. Duration.
                 ---------
     The Corporation shall have perpetual duration.

     ARTICLE III. Principal Office.
                  -----------------
     The principal office of the Corporation is located in the State of Colorado
and shall be located at 12635 E. Montview Blvd.,  Aurora,  Colorado  80010,  and
after that at such location as the Board of Directors may determine.

     ARTICLE IV. Purposes.
                 ---------
     The nature of the business of the Corporation and the objects, purposes and
business thereof proposed to be transacted, promoted or carried on are to engage
in any lawful act or activity for which  corporations may be organized under the
laws of Nevada.

     ARTICLE V. Capital Structure.
                -----------------

          Section 1. Authorized Capital.
                     -------------------
               The total number of shares of all classes  which the  Corporation
          shall have authority to issue is 55,000,000, of which 5,000,000 shares
          shall be  preferred  stock,  $.001 par value per share and  50,000,000
          shares  shall be  common  stock,  $.001  par  value  per share and the
          designations,  preferences,  limitations  and  relative  rights of the
          shares of each class are as follows:

          Section 2. Preferred Stock.
                     ----------------
               The  Corporation,  by resolution  of its Board of Directors,  may
          divide and issue the preferred  stock into series.  Preferred stock of
          each series when issued shall be designated to  distinguish  them from
          the  shares of all other  series.  The  Board of  Directors  is hereby
          expressly vested with authority to divide the class of preferred stock
          into  series  and  to  fix  and  determine  the  relative  rights  and
          preferences  of the shares of any such  series so  established  to the
          full  extent  permitted  by these  Amended  and  Restated  Articles of
          Incorporation and Chapter 78 of the Nevada Revised Statutes in respect
          to the following:

                    A. The number of shares to constitute  such series,  and the
               distinctive designations thereof;

                    B. The rate and preference of dividends, if any, the time of
               payment of dividends,  whether  dividends are  cumulative and the
               date from which any dividend shall accrue;

                    C. Whether shares may be redeemed and, if so, the redemption
               price and the terms and conditions of redemption;

                    D. The amount  payable  upon shares in event of  involuntary
               liquidation;

                    E. The  amount  payable  upon  shares in event of  voluntary
               liquidation;

                    F.  Sinking  fund  or  other  provisions,  if  any,  for the
               redemption or purchase of shares;

                    G.  The  terms  and   conditions  on  which  shares  may  be
               converted,  if the  shares  of any  series  are  issued  with the
               privilege of conversion;

                    H. Voting powers, if any; and

                    I. Any other  relative  rights and  preferences of shares of
               such series, including, without limitation, any restriction on an
               increase  in the  number  of  shares  of any  series  theretofore
               authorized  and any limitation or restriction of rights or powers
               to which shares of any future series shall be subject.

          Section 3. Common Stock.
                     -------------
                    A.  The  rights  of  holders  of  common  stock  to  receive
               dividends or shares in the distribution of assets in the event of
               liquidation,  dissolution  or  winding  up of the  affairs of the
               Corporation shall be subject to the preferences,  limitations and
               relative rights of the preferred stock fixed in the resolution or
               resolutions  which may be adopted  from time to time by the Board
               of Directors of the Corporation providing for the issuance of one
               or more series of the preferred stock.

                    B. The holders of the common  stock shall be entitled to one
               vote  for  each  share  held by them of  record  at the  time for
               determining the holders thereof entitled to vote.

     ARTICLE VI. Board of Directors.
                 -------------------
     The business and affairs of the  Corporation  shall be managed by the Board
of Directors.  The number of Directors constituting the Board of Directors shall
be fixed in the manner provided in the Bylaws of the Corporation.

     ARTICLE VII.  Voting by Shareholders.
                   ----------------------

          Section 1. Cumulative  Voting.
                     -------------------
          Cumulative voting shall not be allowed in the election of directors of
     the  Corporation  and every  shareholder  entitled to vote at such election
     shall have the right to vote the number of shares  owned by him for as many
     persons as there are directors to be elected, and for whose election he has
     a right to vote.

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<PAGE>

          Section 2. Denial of Preemptive Rights.
                     ----------------------------
          No  shareholder  of the  Corporation  shall by reasons of his  holding
     shares of any class or series have any preemptive or preferential rights to
     purchase  or  subscribe  to  any  shares  of any  class  or  series  of the
     Corporation  now or hereafter to be authorized,  or any notes,  debentures,
     bonds or other securities  convertible into or carrying options or warrants
     to  purchase  shares  of  any  class  or  series  now  or  hereafter  to be
     authorized,  whether  or not the  issuance  of any such  shares  or  notes,
     debentures,  bonds or other  securities would adversely affect the dividend
     or voting rights of such  shareholder,  other than such rights,  if any, as
     the Board of Directors, in its discretion from time to time, may grant, and
     at such price as the Board of Directors,  in its  discretion,  may fix; and
     the Board of Directors,  if otherwise authorized by the provisions of these
     Amended and  Restated  Articles of  Incorporation  may issue  shares of any
     class or series of the Corporation or any notes, debentures, bonds or other
     securities  convertible  into or  carrying  options or warrants to purchase
     shares of any class or  series,  without  offering  any such  shares of any
     class or series either in whole or in part to the existing  shareholders of
     any class or series.

     ARTICLE VIII. Right of Directors to Contract with Corporation.
                   ------------------------------------------------

          Section 1. No contract or other  transaction  between the  Corporation
     and  one  or  more  of  its  directors  or  any  other  corporation,  firm,
     association  or  entity  in  which  one or  more  of the  directors  of the
     Corporation are directors or officers or are financially interested,  shall
     be either void or voidable solely because such directors are present at the
     meeting of the Board of Directors or a committee  thereof which  authorizes
     or approves such contract or  transaction or solely because their votes are
     counted for such purpose if:

               A. The fact of such  relationship  or  interest is  disclosed  or
          known  to the  Board  of  Directors  or  committee  which  authorizes,
          approves or ratifies the contract or  transaction by a vote or consent
          sufficient for that purpose without  counting the votes or consents of
          the interested directors; or

               B. The fact of such  relationship  or  interest is  disclosed  or
          known to the shareholders entitled to vote and they authorize, approve
          or ratify such contract or transaction by vote or written consent; or

               C. The  contract or  transaction  is fair and  reasonable  to the
          Corporation.

          Section  2.  Common  or   interested   directors  may  be  counted  in
     determining the presence of a quorum at a meeting of the Board of Directors
     or a committee thereof which authorizes, approves or ratifies such contract
     or transaction.

     ARTICLE IX. Indemnification of Officers, Directors and Others.
                 --------------------------------------------------
     The Board of Directors of the Corporation shall have the power to:

          Section 1. Indemnify any director,  officer,  employee or agent of the
     Corporation  to the fullest  extent  permitted  by Chapter 78 of the Nevada
     Revised Statutes as presently existing or as hereafter amended.

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<PAGE>


          Section 2. Authorize payment of expenses  (including  attorney's fees)
     incurred in defending a civil or criminal  action,  suit or  proceeding  in
     advance of the final  disposition of such action,  suit or proceeding  upon
     receipt  of an  undertaking  by or on  behalf  of  the  director,  officer,
     employee or agent to repay such amount unless it is  ultimately  determined
     that he is entitled to be indemnified  by the  Corporation as authorized in
     this Article IX.

          Section 3. Purchase and maintain insurance on behalf of any person who
     is or was a director,  officer, employee or agent of the Corporation or who
     is or was serving at the request of the Corporation as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise against any liability asserted against him and incurred
     by him in any such  capacity or arising out of his status as such,  whether
     or not the  Corporation  would have the power to indemnify him against such
     liability under the provisions of this Article IX.

     The  indemnification  provided  by this  Article  IX  shall  not be  deemed
exclusive of any other rights to which those  indemnified  may be entitled under
these Articles of Incorporation,  and Bylaws, agreement, vote of shareholders or
disinterested  directors or otherwise,  and any procedure provided for by any of
the  foregoing,  both as to action in his official  capacity and as to action in
another  capacity  while holding such office,  shall continue as to a person who
has ceased to be a director,  officer,  employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

     ARTICLE X. Corporate Opportunity.
                ----------------------
     The officers, directors and other members of management of this Corporation
shall be subject to the doctrine of "corporate opportunities" only insofar as it
applies to business  opportunities  in which this  Corporation  has expressed an
interest  as  determined  from  time  to time by  this  Corporation's  Board  of
Directors as evidenced by resolutions  appearing in the  Corporation's  minutes.
Once such areas of interest  are  delineated,  all such  business  opportunities
within  such areas of  interest  which come to the  attention  of the  officers,
directors,  and  other  members  of  management  of this  Corporation  shall  be
disclosed  promptly to this  Corporation  and made available to it. The Board of
Directors may reject any business opportunity presented to it and thereafter any
officers,  directors or other  member of  management  may avail  himself of such
opportunity.  Until  such  time  as  this  Corporation,  through  its  Board  of
Directors, has designated an area of interest, the officers, directors and other
members of management of this Corporation  shall be free to engage in such areas
of  interest  on their  own and this  doctrine  shall not limit the right of any
officer,  director or other member of management of this Corporation to continue
a business  existing  prior to the time that such area of interest is designated
by the  Corporation.  This  provision  shall not be  construed  to  release  any
employee  of this  Corporation  (other  than an  officer,  director or member of
management) from any duties which he may have to this Corporation.

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<PAGE>



     ARTICLE XI. Limitations on Director Liability.
                 ----------------------------------
     To the  fullest  extent  permitted  by  Chapter  78 of the  Nevada  Revised
Statutes as the same  exists or may  hereafter  be  amended,  a director of this
Corporation  shall not be  liable to the  Corporation  or its  shareholders  for
monetary  damages for breach of  fiduciary  duty as a director,  so long as such
director acted in good faith.


     ARTICLE XII. Powers and Limitations.
                  -----------------------
     The powers and limitations of the  Corporation  shall be those set forth by
the Chapter 78 of the Nevada Revised  Statutes,  under which this Corporation is
formed.

     ARTICLE XIII. Rights to Amend, Alter, Change or Repeal.
                   -----------------------------------------
     The Corporation  reserves the right to amend,  alter,  change or repeal any
provision  contained in these Amended and Restated  Articles of Incorporation in
the manner now or hereinafter  prescribed  herein or by statute,  and all rights
conferred upon shareholders herein are granted subject to this reservation.

     These Amended and Restated Articles of Incorporation  have been approved by
the Board of  Directors  and have been duly  adopted by a  majority  vote of the
shareholders in accordance with sections 78.390 and 78.403 of the Nevada Revised
Statutes and the Company's Articles and Bylaws. The number of outstanding shares
of common stock of the Corporation is 8,909,923 of which 5,144,828 voted for the
adoption of the Amended and Restated to the Articles of Incorporation.

     IN WITNESS  WHEREOF,  I have  hereunto set my hand and seal this 8th day of
May, 2001.

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


                                             /s/ William J. Schmuhl, Jr.
                                             ----------------------------------
                                             William J. Schmuhl, Jr., Secretary

State of Colorado )
                  )
County of Adams   )

     This  instrument  was  acknowledged  before  me on June 8, 2001 by James R.
Musick as President of Vitro Diagnostics, Inc.


                                             /s/ Mary A. Ross
                                             ----------------------------------
                                                 Notary Public

My commission expires:  4/04/05


         ((Seal))

                                        5
<PAGE>



State of Indiana  )
                  )
County of Elkhart )


     This  instrument  was  acknowledged  before me on May 8, 2001 by William J.
Schmuhl, Jr. as Secretary of Vitro Diagnostics, Inc.


                                             /s/ Diana L. Thompson
                                             ----------------------------------
                                                 Notary Public

My commission expires:  June 1, 2007


        ((Seal))

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