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                                                                    EXHIBIT 10.6

                       AMENDED INVESTOR RIGHTS DECLARATION


                THIS AMENDED INVESTOR RIGHTS DECLARATION (the "Amended
Declaration") is entered into effective the 28th day of December, 2001, by and
between AspenBio, Inc., a Colorado corporation (the "Company") and the
shareholders listed on the signature page hereto (the "Shareholders").

                                    RECITALS

        In July 2001 the Company agreed to sell shares of the Common Stock of
the Company to the Shareholders. As part of that transaction, the Company
discussed with the Shareholders that certain Investor Rights Declaration,
attached hereto as Exhibit A (the "Investor Rights Declaration") which set forth
certain recommended rights and obligations of the Company and the Shareholders.
On December 28, 2001, the Company entered into a Securities Purchase Agreement
with Cambridge Holdings, Ltd. ("Cambridge" and the "Securities Purchase
Agreement"). The Company, with the assistance of Cambridge, intends to become a
reporting company under the provisions of Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Initial Registration"). As part of the Securities
Purchase Agreement, the Company agreed to provide certain rights to Cambridge
including piggyback registration rights. The parties hereto have entered into
this Amended Declaration in order to waive any rights the Shareholders may have
under the Investor Rights Declaration and to provide the Shareholders with the
same piggyback registration rights as those received by Cambridge.

                             STATEMENT OF AGREEMENT

        NOW THEREFORE, in consideration of the premises and of the respective
covenants and provisions herein contained, and intending to be legally bound
hereby, the Parties agree as follows:

1.      Certain Definitions.

        As used in this Amended Declaration, the following terms shall have the
meanings ascribed to them below:

        "Affiliate" means (i) with respect to any Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person or (ii) with respect to any
individual, the spouse, child, step-child, grandchild, niece, nephew or parent
of such Person, or the spouse thereof.

        "Common Stock" means the Common Stock of the Company and any equity
securities issued or issuable with respect to the Common Stock in connection
with a reclassification, recapitalization, merger, consolidation or other
reorganization.


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        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Holder" means any Person owning of record Registrable Securities that
have not been sold to the public.

         "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivisions thereof.

        "Registrable Securities" means any (i) of the Shares of the Common Stock
purchased by the Shareholders, and (ii) any other shares of Common Stock issued
or issuable, directly or indirectly, with respect to the Common Stock referenced
in clause (i) or by way of stock dividend, stock split or combination of shares.
As to any particular Registrable Securities, such securities shall cease to be
Registrable Securities when (a) such securities shall be been disposed of in
accordance with a registration described in Section 2.1 herein ("Piggyback
Registration"), or (b) such securities shall have been sold pursuant to Rule 144
(or any successor provision) under the Securities Act, or (c) such securities
are eligible for sale under Rule 144(k) (or any successor provision) under the
Securities Act. Provided, however, that Registrable Securities which otherwise
would cease to be considered Registrable Securities as a result of item (a)
above shall remain Registrable Securities solely for the purposes of Section 2.1
herein.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

2.      Registration Rights.

                2.1     Piggyback Registrations.

                        (a)     Piggyback Registrations. Except with respect to
        the Initial Registration, if, at any time after September 30, 2002 and
        prior to June 30, 2007 the Company proposes to register its Common Stock
        under the Securities Act in connection with the public offering of
        Common Stock (other than a registration relating solely to the sale of
        Common Stock to participants in an employee benefit plan or with respect
        to any corporate reorganization or other transaction under Rule 145 of
        the Securities Act) whether or not for its own account, the Company
        shall give prompt written notice of its intention to do so to the
        Holders. Upon the written request of any of the Holders made within 15
        days following the receipt of any such written notice (which request
        shall specify the Registrable Securities intended to be disposed of by
        the Holders and the intended method of distribution thereof), the
        Company shall use commercially reasonable efforts to cause all such
        Registrable Securities to be registered under the Securities Act (with
        the securities which the Company at the time proposes to register) to
        permit the sale or other disposition by the Holders (in accordance with
        the intended method of distribution thereof) of the Registrable
        Securities to be so registered.

                        (b)     Abandonment or Delay. If, at any time after
        giving written notice of its intention to register its Common Stock and
        prior to the effective date of the



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        registration statement filed in connection with such registration, the
        Company shall determine for any reason not to register or to delay
        registration of its Common Stock, the Company may, at its election, give
        written notice of such determination to all Holders and (i) in the case
        of a determination not to register, shall be relieved of its obligation
        to register any Registrable Securities in connection with such abandoned
        registration, without prejudice, however, to the rights of Holders under
        Section 2.1(a), and (ii) in the case of a determination to delay such
        registration of its Common Stock shall be permitted to delay the
        registration of such Registrable Securities for the same period as the
        delay in registering its Common Stock.

                        (c)     Holder's Right to Withdraw. Any Holder shall
        have the right to withdraw its request for inclusion of its Registrable
        Securities in any registration statement pursuant to this Section 2.1 by
        giving written notice to the Company of its request to withdraw.

                        (d)     Underwriting Requirements. In connection with
        any offering involving an underwriting of the Common Stock, the Company
        shall not be required under Section 2.1 to include any of the
        Registrable Securities in such underwriting unless the Holders accept
        the terms of the underwriting as agreed upon between the Company and the
        underwriters selected by it (or by other persons entitled to select the
        underwriters), and then only in such quantity as the underwriters
        determine in their sole discretion will not jeopardize the success of
        the offering by the Company. If the total amount of securities,
        including Registrable Securities, requested by persons to be included in
        such offering exceeds the amount of securities that the underwriters
        determine in their sole discretion is compatible with the success of the
        offering, then the Company shall be required to include in the offering
        only that number of shares of Common Stock, including Registrable
        Securities, which the underwriters determine in their discretion will
        not jeopardize the success of the offering (the securities so included
        to be apportioned pro rata among the Persons according to the total
        amount of securities entitled to be included therein owned by each
        Person or in such proportions as shall mutually be agreed to by such
        Persons. In the event that the underwriters determine that the total
        amount of securities requested to be included in the offering exceeds
        the amount that the underwriters determine is compatible with the
        success of the offering, then the underwriters shall provide written
        notice of such determination to the Holders.

                2.2     Registration Procedures. If and whenever the Company is
required by the provisions of this Amended Declaration to use commercially
reasonable efforts to effect or cause the registration of any Registrable
Securities under the Securities Act as provided in this Amended Declaration, the
Company shall, as expeditiously as possible:

                        (a)     prepare and file with the SEC a registration
        statement on an appropriate registration form of the SEC for the
        disposition of such Registrable Securities in accordance with the
        intended method of disposition thereof, which form (i) shall be selected
        by the Company and (ii) shall, in the case of a shelf registration, be
        available for the sale of the Registrable Securities by the Holders and
        such registration statement shall comply as to form in all material
        respects with the requirements of the applicable form


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        and include all financial statements required by the SEC to be filed
        therewith, and the Company shall use its best efforts to cause such
        registration statement to become effective (provided, however, that
        before filing a registration statement or prospectus or any amendments
        or supplements thereto, or comparable statements under securities or
        blue sky laws of any jurisdiction, the Company will furnish to one
        counsel for the Holders participating in the planned offering and the
        underwriters, if any, copies of all such documents proposed to be filed
        (including all exhibits thereto), which documents will be subject to the
        reasonable review and reasonable comment of such counsel, and the
        Company shall not file any registration statement or amendment thereto
        or any prospectus or supplement thereto to which the underwriters, if
        any, shall reasonably object in writing);

                        (b)     prepare and file with the SEC such amendments
        and supplements to such registration statement and the prospectus used
        in connection therewith as may be necessary to keep such registration
        statement effective for such period (which shall not be required to
        exceed 90 days unless mutually agreed to in writing by the parties) as
        any seller of Registrable Securities pursuant to such registration
        statement shall request and to comply with the provisions of the
        Securities Act with respect to the sale or other disposition of all
        Registrable Securities covered by such registration statement in
        accordance with the intended methods of disposition by the seller or
        sellers thereof set forth in such registration statement;

                        (c)     furnish, without charge, to each seller of such
        Registrable Securities and each underwriter, if any, of the securities
        covered by such registration statement such number of copies of such
        registration statement, each amendment and supplement thereto (in each
        case including all exhibits), and the prospectus included in such
        registration statement (including each preliminary prospectus) in
        conformity with the requirements of the Securities Act, and other
        documents, as such seller and underwriter may reasonably request in
        order to facilitate the public sale or other disposition of the
        Registrable Securities owned by such seller (the Company hereby
        consenting to the use in accordance with applicable law of each such
        registration statement (or amendment or post-effective amendment
        thereto) and each such prospectus (or preliminary prospectus or
        supplement thereto) by each such seller of Registrable Securities and
        the underwriters, if any, in connection with the offering and sale of
        the Registrable Securities covered by such registration statement or
        prospectus);

                        (d)     use its best efforts to register or qualify the
        Registrable Securities covered by such registration statement under such
        other securities or "blue sky" laws of such jurisdictions as any sellers
        of Registrable Securities or any managing underwriter, if any, shall
        reasonably request in writing, and do any and all other acts and things
        which may be reasonably necessary or advisable to enable such sellers or
        underwriter, if any, to consummate the disposition of the Registrable
        Securities in such jurisdictions, except that in no event shall the
        Company be required to qualify to do business as a foreign corporation
        in any jurisdiction where it would not, but for the requirements of this
        paragraph (d), be required to be so qualified, to subject itself to
        taxation in any such jurisdiction or to consent to general service of
        process in any such jurisdiction;


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                        (e)     promptly notify each Holder selling Registrable
        Securities covered by such registration statement and each managing
        underwriter, if any: (i) when the registration statement, any
        pre-effective amendment, the prospectus or any prospectus supplement
        related thereto or post-effective amendment to the registration
        statement has been filed and, with respect to the registration statement
        or any post-effective amendment, when the same has become effective;
        (ii) of any request by the SEC or state securities authority for
        amendments or supplements to the registration statement or the
        prospectus related thereto or for additional information; (iii) of the
        issuance by the SEC of any stop order suspending the effectiveness of
        the registration statement or the initiation of any proceedings for that
        purpose; (iv) of the receipt by the Company of any notification with
        respect to the suspension of the qualification of any Registrable
        Securities for sale under the securities or blue sky laws of any
        jurisdiction or the initiation of any proceeding for such purpose; (v)
        of the existence of any fact of which the Company becomes aware which
        results in the registration statement, the prospectus related thereto or
        any document incorporated therein by reference containing an untrue
        statement of a material fact or omitting to state a material fact
        required to be stated therein or necessary to make any statement therein
        not misleading; and (vi) if at any time the representations and
        warranties contemplated by Section 3 below cease to be true and correct
        in all material respects, and, if the notification relates to an event
        described in clause (v), the Company shall promptly prepare and furnish
        to each such seller and each underwriter, if any, a reasonable number of
        copies of a prospectus supplemented or amended so that, as thereafter
        delivered to the Shareholders of such Registrable Securities, such
        prospectus shall not include an untrue statement of a material fact or
        omit to state a material fact required to be stated therein or necessary
        to make the statements therein in the light of the circumstances under
        which they were made not misleading;

                        (f)     enter into such customary agreements (including,
        if applicable, an underwriting agreement) and take such other actions as
        the Holders participating in such offering shall reasonably request in
        order to expedite or facilitate the disposition of such Registrable
        Securities. The Holders of the Registrable Securities which are to be
        distributed by such underwriters shall be parties to such underwriting
        agreement and may, at their option, require that the Company make to and
        for the benefit of such Holders the representations, warranties and
        covenants of the Company which are being made to and for the benefit of
        such underwriters and which are of the type customarily provided in
        secondary offerings;

                        (g)     if an opinion from the Company's counsel is
        delivered to any underwriters in the offering, the Company shall furnish
        to the Holders of Registrable Securities participating in the offering,
        a copy of such opinion and letter addressed to such Holders;

                        (h)     delivery promptly to the Holders of Registrable
        Securities participating in the offering and each underwriter, if any,
        copies of all correspondence between the Commission and the Company, its
        counsel or auditors and any memoranda relating to discussions with the
        Commission or its staff with respect to the registration statement,
        other than those portions of any such memoranda which contain
        information


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        subject to attorney-client privilege with respect to the Company, and,
        upon receipt of such confidentiality agreements as the Company may
        reasonably request, make reasonably available for inspection by any
        seller of such Registrable Securities covered by such registration
        statement, by any underwriter, if any, participating in any disposition
        to be effected pursuant to such registration statement and by any
        attorney, accountant or other agent retained by any such seller or any
        such underwriter, all pertinent financial and other records, pertinent
        corporate documents and properties of the Company, and cause all of the
        Company's officers, directors and employees to supply all information
        reasonably requested by any such seller, underwriter, attorney,
        accountant or agent in connection with such registration statement
        provided the recipient of such information seeks such information in
        good faith and for a proper purpose;

                        (i)     make reasonably available its employees and
        personnel and otherwise provide reasonable assistance to the
        underwriters (taking into account the needs to the Company's businesses
        and the requirements of the marketing process) in the marketing of
        Registrable Securities in any underwritten offering;

                        (j)     cooperate with the Holders of Registrable
        Securities and the managing underwriters, if any, to facilitate the
        timely preparation and delivery of certificates not bearing any
        restrictive legends representing the Registrable Securities to be sold,
        and cause such Registrable Securities to be issued in such denominations
        and registered in such names in accordance with the underwriting
        agreement prior to any sale of Registrable Securities to the
        underwriters or, if not an underwritten offering, in accordance with the
        instructions of the selling holders of the Registrable Securities at
        least three business days prior to any sale of Registrable Securities;
        and

                        (k)     take all such other commercially reasonable
        actions as are necessary or advisable in order to expedite or facilitate
        the disposition of such Registrable Securities.

                2.3     Registration Expenses.

                        (a)     "Expenses" shall mean any and all fees and
        expenses incident to the Company's performance of or compliance with
        this Article 2, including, without limitation: (i) SEC, stock exchange
        or NASD registration, listing and filing fees and all listing fees and
        fees with respect to the including of securities in NASDAQ, (ii) fees
        and expenses of compliance with state securities or "blue sky" laws and
        in connection with the preparation of a "blue sky" survey, including
        without limitation, reasonable fees and expenses of blue sky counsel,
        (iii) printing and copying expenses, (iv) messenger and delivery
        expenses, (v) fees and disbursements of counsel for the Company, (vi)
        fees and disbursements of all independent public accountants (including
        the expenses of any audit and/or "cold comfort" letter) and fees and
        expenses of other persons, including special experts, retained by the
        Company, and (vii) any other fees and disbursements of underwriters, if
        any, customarily paid by issuers or sellers of securities (collectively,
        "Expenses").


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                        (b)     The Company shall pay all Expenses with respect
        to any to any registration effected under Section 2.1, whether or not it
        becomes effective or remains effective for the period contemplated by
        Section 2.2(b).

                        (c)     Notwithstanding the foregoing, (x) the
        provisions of this Section 2.3 shall be deemed amended to the extent
        necessary to cause these expense provisions to comply with "blue sky"
        laws of each state in which the offering is made and (y) in connection
        with any registration hereunder, each Holder of Registrable Securities
        being registered shall pay all underwriting discounts and commissions
        and any transfer taxes, if any, attributable to the sale of such
        Registrable Securities, pro rata with respect to payments of discounts
        and commissions in accordance with the number of shares sold in the
        offering by such Holder, and (z) the Company shall, in the case of all
        registrations under this Article 2, be responsible for all its internal
        expenses (including, without limitation, all salaries and expenses of
        its officers and employees performing legal or accounting duties).

                2.4     Furnish Information. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of any Holder that such Holder shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities.

                2.5     Indemnification.

                        (a)     In the event of any registration of any
        securities of the Company under the Securities Act pursuant to this
        Article 2, the Company will, and hereby does, indemnify and hold
        harmless, to the fullest extent permitted by law, each Holder of
        Registrable Securities, its directors, officers and representatives, and
        each other person, if any, who controls such Holder within the meaning
        of the Securities Act, against any and all losses, claims, damages or
        liabilities, joint or several, actions or proceedings (whether commenced
        or threatened) in respect thereof ("Claims") and expenses (including
        reasonable fees of counsel and any amounts paid in any settlement
        effected with the Company's consent, which consent shall not be
        unreasonably withheld or delayed) to which each such indemnified party
        may become subject under the Securities Act or otherwise, insofar as
        such Claims or expenses arise out of or are based upon (i) any untrue
        statement or alleged untrue statement of a material fact contained in
        any registration statement under which such securities were registered
        under the Securities Act, together with the documents incorporated by
        reference therein, or the omission or alleged omission to state therein
        a material fact required to be stated therein or necessary to make the
        statements therein not misleading, or (ii) any untrue statement or
        alleged untrue statement of a material fact contained in any
        preliminary, final or summary prospectus or any amendment or supplement
        thereto, together with the documents incorporated by reference therein,
        or the omission or alleged omission to state therein a material fact
        required to be stated therein or necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading;


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        provided, however, that the Company shall not be liable to any such
        indemnified party in any such case to the extent such Claim or expense
        arises out of or is based upon any untrue statement or alleged untrue
        statement of a material fact or omission or alleged omission of a
        material fact in such registration statement or amendment thereof or
        supplement thereto or in any such prospectus or any preliminary, final
        or summary prospectus in reliance upon and in conformity with written
        information furnished to the Company by or on behalf of such indemnified
        party specifically for use therein. Such indemnity and reimbursement of
        expenses shall remain in full force and effect regardless of any
        investigation made by or on behalf of such indemnified party and shall
        survive the transfer of such securities by such seller.

                        (b)     In the event of any registration of any
        securities of the Company under the Securities Act pursuant to this
        Article 2, the Holders of Registrable Securities will, and hereby
        indemnify and hold harmless, to the fullest extent permitted by law, the
        Company, its shareholders, directors, officers, agents and
        representatives, and each other person, if any, who controls the Company
        within the meaning of the Securities Act, against any and all losses,
        claims, damages or liabilities, joint or several, actions or proceedings
        (whether commenced or threatened) in respect thereof ("Claims") and
        expenses (including reasonable fees of counsel and any amounts paid in
        any settlement effected with the Holders' consent, which consent shall
        not be unreasonably withheld or delayed) to which each such indemnified
        party may become subject under the Securities Act or otherwise, insofar
        as such Claims or expenses arise out of or are based upon (i) any untrue
        statement or alleged untrue statement of a material fact contained in
        any registration statement under which such securities were registered
        under the Securities Act, together with the documents incorporated by
        reference therein, or the omission or alleged omission to state therein
        a material fact required to be stated therein or necessary to make the
        statements therein not misleading, or (ii) any untrue statement or
        alleged untrue statement of a material fact contained in any
        preliminary, final or summary prospectus or any amendment or supplement
        thereto, together with the documents incorporated by reference therein,
        or the omission or alleged omission to state therein a material fact
        required to be stated therein or necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading; provided, however, that the Holders shall not
        be liable to any such indemnified party in any such case to the extent
        such Claim or expense arises out of or is based upon any untrue
        statement or alleged untrue statement of a material fact or omission or
        alleged omission of a material fact in such registration statement or
        amendment thereof or supplement thereto or in any such prospectus or any
        preliminary, final or summary prospectus unless it is contained in the
        written information furnished to the Company by or on behalf of such
        Holder specifically for use therein; provided, further, that the
        obligation to indemnify will be individual to each Holder and will be
        limited to the amount of proceeds received by such Holder from the sale
        of Registrable Securities pursuant to such registration statement. Such
        indemnity and reimbursement of expenses shall remain in full force and
        effect regardless of any investigation made by or on behalf of such
        indemnified party and shall survive the transfer of such securities by
        such seller.

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                        (c)     Any person entitled to indemnification under
        this Amended Declaration shall notify promptly the indemnifying party in
        writing of the commencement of any action or proceeding with respect to
        which a claim for indemnification may be made pursuant to this Section
        2.5, but the failure of any indemnified party to provide such notice
        shall not relieve the indemnifying party of its obligations under the
        preceding paragraphs of this Section 2.5, except to the extent the
        indemnifying party is materially prejudiced thereby and shall not
        relieve the indemnifying party from any liability which it may have to
        any indemnified party otherwise than under this Section 2. In case any
        action or proceeding is brought against an indemnified party and it
        shall notify the indemnifying party of the commencement thereof, the
        indemnifying party shall be entitled to participate therein and, unless
        in the reasonable opinion of outside counsel to the indemnified party a
        conflict of interest between such indemnified and indemnifying parties
        may exist in respect of such claim, to assume the defense thereof
        jointly with any other indemnifying party similarly noticed, to the
        extent that it chooses, with counsel reasonably satisfactory to such
        indemnified party, and after notice from the indemnifying party to such
        indemnified party that it so chooses, the indemnifying party shall not
        be liable to such indemnified party for any legal or other expenses
        subsequently incurred by such indemnified party in connection with the
        defense thereof other than reasonable costs of investigation; provided,
        however, that (i) if the indemnifying party fails to take reasonable
        steps necessary to defend diligently the action or proceeding within 20
        days after receiving notice from such indemnified party that the
        indemnified party believes it has failed to do so; or (ii) if such
        indemnified party who is a defendant in any action or proceeding which
        is also brought against the indemnifying party reasonably shall have
        concluded that there may be one or more legal defenses available to such
        indemnified party which are not available to the indemnifying party; or
        (iii) if representation of both parties by the same counsel is otherwise
        inappropriate under applicable standards of professional conduct, then,
        in any such case, the indemnified party shall have the right to assume
        or continue its own defense as set forth above, and the indemnifying
        party shall be liable for any expenses therefor. No indemnifying party
        shall, without the written consent of the indemnified party, effect the
        settlement or compromise of, or consent to the entry of any judgment
        with respect to, any pending or threatened action or claim in respect of
        which indemnification or contribution may be sought hereunder (whether
        or not the indemnified party is an actual or potential party to such
        action or claim) unless such settlement, compromise or judgment (A)
        includes an unconditional release of the indemnified party from all
        liability arising out of such action or claim and (B) does not include a
        statement as to or an admission of fault, culpability or a failure to
        act, by or on behalf of any indemnified party.

                        (d)     If for any reason the foregoing indemnity is
        unavailable or is insufficient to hold harmless an indemnified party
        under Sections 2.5 or each indemnifying party shall contribute to the
        amount paid or payable by such indemnified party as a result of any
        Claim in such proportion as is appropriate to reflect the relative fault
        of the indemnifying party, on the one hand, and the indemnified party,
        on the other hand, with respect to such offering of securities. The
        relative fault shall be determined by reference to, among other things,
        whether the untrue or alleged untrue statement of a


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        material fact or the omission or alleged omission to state a material
        fact relates to information supplied by the indemnifying party or the
        indemnified party and the parties' relative intent, knowledge, access to
        information and opportunity to correct or prevent such untrue statement
        or omission. If, however, the allocation provided in the second
        preceding sentence is not permitted by applicable law, then each
        indemnifying party shall contribute to the amount paid or payable by
        such indemnified party in such proportion as is appropriate to reflect
        not only such relative faults but also the relative benefits of the
        indemnifying party and the indemnified party as well as any other
        relevant equitable considerations. The parties hereto agree that it
        would not be just and equitable if contributions pursuant to this
        Section 2.5(d) were to be determined by pro rata allocation or by any
        other method of allocation which does not take into account the
        equitable considerations referred to in the preceding sentences of this
        Section 2.5(d). The amount paid or payable in respect of any Claim shall
        be deemed to include any legal or other expenses reasonably incurred by
        such indemnified party in connection with investigating or defending any
        such Claim. No person guilty of fraudulent misrepresentation (within the
        meaning of Section 11(t) of the Securities Act) shall be entitled to
        contribution from any person who was not guilty of such fraudulent
        misrepresentation.

        2.6     Underwritten Offerings. If requested by the underwriters for any
underwritten offering by the Holders of Registrable Securities pursuant to a
registration requested under Section 2, the Company shall enter into a customary
underwriting agreement with the underwriters. Such underwriting agreement shall
be reasonably satisfactory in form and substance to the Holders and shall
contain such representations and warranties by, and such other agreements on the
part of, the Company and such other terms as are generally included in the
underwriting agreement of such underwriters, including, without limitations,
indemnities and contribution agreements.

3.      Rule 144 Reporting.  With a view of making available to the Holders the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees to use its best efforts to:

                        (a)     Make a keep public information available, as
        those terms are understood and defined in SEC Rule 144 or any successor
        rule promulgated under the Securities Act, at all times after the
        effective date of the first registration filed by the Company for an
        offering of its securities to the general public;

                        (b)     File with the SEC, in a timely manner, all
        reports and other documents required of the Company under the Exchange
        Act; and

                        (c)     So long as Holder owns any Registrable
        Securities, furnish to such Holder forthwith upon request a written
        statement by the Company as to its compliance with the reporting
        requirements of Rule 144 and of the Exchange Act at any time after it
        has become subject to such reporting requirements.

4.      Waiver. Except for the Subscription Agreement and Offeree Questionnaire
executed by each Shareholder, this Amended Declaration embodies the entire
agreement and understanding


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between the parties hereto and supersedes all prior agreements and
understandings whether oral or written, including without limitation the
Investor Rights Declaration. In consideration of the rights provided by this
Amended Declaration the Shareholders specifically waive all possible rights or
claims that they may have or raise based in any respect on the Investor Rights
Declaration.

5.      General.

        5.1     Amendments and Waivers. This Amended Declaration may be amended,
modified, supplemented or waived only upon the written agreement of the party
against whom enforcement of such amendment, modification, supplement or waiver
is sought.

        5.2     Notices. All notices, elections, request, demands or other
communications hereunder shall be in writing and shall be deemed given at the
time delivered personally or by fax or upon receipt if deposited in the United
States mail, certified or registered, return receipt requested, postage prepaid
addressed to the parties as follows (or to such other person or place, written
notice of which any party hereto shall have given to the other):

                (a)  If to the Shareholders:  To the address set forth on
                                              the signature page below.

                (b)  If to Company:           AspenBio, Inc.
                                              8100 Southpark Way, Building B-1
                                              Littleton, Colorado  80120
                                              Attention:  Roger Hurst, President
                                              Telephone:  (303) 794-2000
                                              Facsimile:  (303) 798-8332

                     With a Copy to:          Krendl Krendl Sachnoff & Way PC
                                              370 17th Street, Suite 5350
                                              Denver, Colorado  80202
                                              Telephone:  (303) 629-2600
                                              Facsimile :  (303) 629-2606
                                              Attention:  Cathy S. Krendl, Esq.

        5.3     Miscellaneous.

                        (a)     This Amended Declaration shall be binding upon
        and inure to the benefit of and be enforceable by the parties hereto and
        the respective successors, personal representatives and assigns. No
        Person other than a Holder shall be entitled to any benefits under this
        Amended Declaration, except as otherwise expressly provided herein.

                        (b)     This Amended Declaration shall be construed and
        enforced in accordance with and governed by the laws of the State of
        Colorado without giving effect to the conflicts of law principles
        thereof.


                                    11 of 13

<PAGE>

                        (c)     The headings in this Amended Declaration are for
        convenience of reference only and shall not limit or otherwise affect
        the meaning hereof. All section references are to this Amended
        Declaration unless otherwise expressly provided.

                        (d)     This Amended Declaration may be executed in any
        number of counterparts, each of which shall be an original, but all of
        which together shall constitute one instrument.

                        (e)     Any term or provision of this Amended
        Declaration which is invalid or unenforceable in any jurisdiction shall,
        as to such jurisdiction, be ineffective to the extent of such invalidity
        or unenforceability without rendering invalid or unenforceable the
        remaining terms and provisions of this Amended Declaration or affecting
        the validity or enforceability of any of the terms or provisions of this
        Amended Declaration in any other jurisdiction.

                        (f)     The parties hereto acknowledge that there would
        be no adequate remedy at law if any party fails to perform any of its
        obligations hereunder, and accordingly agree that each party, in
        addition to any other remedy to which it may be entitled at law or in
        equity, shall be entitled to injunctive relief, including specific
        performance, to enforce such obligations without the posting of any
        bond, and, if any action should be brought in equity to enforce any of
        the provisions of this Amended Declaration, none of the parties hereto
        shall raise the defense that there is an adequate remedy at law.

                        (g)     Each party hereto shall do and perform or cause
        to be done and performed all such further acts and things and shall
        execute and deliver all such other agreements, certificates,
        instruments, and documents as any other party hereto reasonably may
        request in order to carry out the intent and accomplish the purposes of
        this Amended Declaration and the consummation of the transactions
        contemplated hereby.

                            [SIGNATURE PAGE FOLLOWS]




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<PAGE>


                IN WITNESS WHEREOF, the undersigned have executed this Amended
Investor Rights Declaration as of the date set forth above.

ASPENBIO, INC.

By:
   -----------------------------
Name:
     ---------------------------
Title:
      --------------------------

<TABLE>
<CAPTION>
SHAREHOLDERS
<S>                                      <C>

--------------------------------         --------------------------------
Carl M. Berke                            Charles J. Neerdaels & Nicolle R. Nelson, Trustees
330 Clark Road                           Neerdaels-Nelson Family Trust
Brookline, MA 02445                      622 Bayview Dr.
                                         Aptos, CA 95003

--------------------------------         --------------------------------
Allison Colgin                           Gail Schoettler
2715 Ramona Street                       11855 E. Daley Circle
Palo Alto, CA 04306                      Parker, CO 80134

--------------------------------         --------------------------------
William F. Colgin                        James D. Schoettler
2715 Ramona Street                       512 29th Street
Palo Alto, CA 04306                      San Francisco, CA 94131

--------------------------------
Ann Deal
1721 Skyline Drive
Wenatchee, WA 98801

--------------------------------
Bruce Deal
371 Linfield Drive
Menlo Park, CA 94025

--------------------------------
Colin P. Hubbard, trustee
Colin P. Hubbard Trust
10441 Bocacanyon Drive
Santa Ana, CA 92705
</TABLE>


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