Exhibit 10.1 





EXECUTIVE EMPLOYMENT
AGREEMENT  



        THIS
AGREEMENT dated as of the 2nd day of February 2009, to be effective as of the
10th day of February 2009, by and between, AspenBio Pharma, Inc., a Colorado corporation
(the “Employer” or “Company”) and Jeffrey McGonegal (the
“Executive”). In consideration of the mutual covenants contained in this
Agreement, the Employer agrees to employ the Executive and the Executive agrees to be
employed by the Employer upon the terms and conditions hereinafter set forth. 



ARTICLE 1 
TERM OF EMPLOYMENT 



    
    1.1        Initial
Term.   The initial term of employment hereunder shall commence as of the effective day
first written above (“Commencement Date”) and shall continue for a period of
one year from that date, unless terminated earlier as provided under Article 5.  



    
    1.2        Renewal;
Non- Renewal Benefits to Executive.   At the end of the initial term of this Agreement,
and on each anniversary thereafter, the term of Executive’s employment shall be
automatically extended one additional year unless, at least 30 days prior to such
anniversary, the Executive shall have delivered to the Employer written notice that the
term of the Executive’s employment hereunder will not be extended. The Employer
shall have the right to provide such non-renewal notice to Executive, on the same terms
and conditions.  



ARTICLE 2 
DUTIES OF THE
EXECUTIVE 



    
    2.1        Duties.  
The Executive shall be employed with the titles of Chief Financial Officer, with responsibilities and authorities as are customarily performed by
such position including, but not limited to those duties as may from time to time be
assigned to Executive by the Board of Directors of Employer. Executive’s
responsibilities and authorities for operating policies and procedures are subject to the
general direction and control of the Board of Directors.  



    
    2.2        Extent
and Place of Duties.   
Executive shall devote working time, efforts, attention and energies to the business of the Employer
initially on a substantial approximate three quarters time basis (“Transition Period”) which will be for
a period of approximately six to nine months followed by devoting efforts a full time basis.  All such
duties shall be performed working out of the Castle Rock, CO, offices of the Company in addition to
regular trips for business and meetings on behalf of the Company.
 



ARTICLE 3 
COMPENSATION OF THE
EXECUTIVE 



    
    3.1
       Salary.   As
compensation for services rendered under this Agreement, the Executive will
initially receive a salary of $175,000 per year during such Transition Period as
described in Section 2.2 and after such Transition Period, such salary will
increase to $225,000 per year. Executive’s salary is payable in accordance
with Employer’s normal business practices. The parties agree that the
salary and compensation package will be reviewed at the end of the initial year
by the Compensation Committee of the Board of Directors. 













    
    3.2        Benefits.  
Executive shall be entitled to participate in all of Employer’s employee benefit
plans and employee benefits, including any retirement, pension, profit-sharing, stock
option, insurance, hospital or other plans and benefits which now may be in effect or
which may hereafter be adopted, it being understood that Executive shall have the same
rights and privileges to participate in such plans and benefits as any other executive
employee during the term of this Agreement. Participation in any benefit plans shall be
in addition to the compensation otherwise provided for in this Agreement.  





    
    3.3        Expenses.  
Executive shall be entitled to prompt reimbursement for all reasonable expenses
incurred by Executive in the performance of his duties hereunder.  




ARTICLE 4 
NON-COMPETITION;
CONFIDENTIALITY 



    
    4.1        During
the term of this Agreement, the Executive may make passive investments in companies
involved in industries in which the Company operates, provided any such investment does
not exceed a 5% equity interest, unless Executive obtains consent to acquire an equity
interest exceeding 5% by a vote of a majority of the directors.  



    
    4.2        During
the term of this Agreement the Executive may maintain any existing outside Board member
positions and that, subject to Aspen Board approval, which will not be unreasonably
withheld, the Executive could join additional non-competitive Boards as an Independent
Board member as well, not to exceed a total of two boards.  



    
    4.3        Except
as provided in this Section 4 hereof, the Executive may not participate in any business
or other areas of business in which the Company is engaged during the term of this
Agreement except those he is currently engaged in or through and on behalf of the
Company, without the consent from a majority of the directors.  



    
    4.4        a.   
The Executive recognizes and acknowledges that the information, business, list of the
Employer’s customers and any other trade secret or other secret or confidential
information relating to Employer’s business as they may exist from time to time are
valuable, special and unique assets of Employer’s business. Therefore, Executive
agrees as follows:  



    
            
        (1)                     That
Executive will hold in strictest confidence and not disclose, reproduce,
          publish or use in any manner, whether during or subsequent to this employment,
          without the express authorization of the Board of Directors of the Employer,
any           information, business, customer lists, or any other secret or confidential
          matter relating to any aspect of the Employer’s business, except as such
          disclosure or use may be required in connection with Executive’s work for
          the Employer.  



    
            
        (2)                     That
upon request or at the time of leaving the employ of the Employer the           Executive
will deliver to the Employer, and not keep or deliver to anyone else,           any and
all notes, memoranda, documents and, in general, any and all material           relating
to the Employer’s business.  



    
            
        (3)                     That
the Board of Directors of Employer may from time to time reasonably           designate
other subject matters requiring confidentiality and secrecy which           shall be
deemed to be covered by the terms of this Agreement.  






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b.       
          In the event of a breach or threatened breach by the Executive of the provisions
          of this paragraph 4.4, the Employer shall be entitled to an injunction (i)
          restraining the Executive from disclosing, in whole or in part, any information
          as described above or from rendering any services to any person, firm,
          corporation, association or other entity to whom such information, in whole or
          in part, has been disclosed or is threatened to be disclosed; and/or (ii)
          requiring that Executive deliver to Employer all information, documents, notes,
          memoranda and any and all other material as described above upon
          Executive’s leave of the employ of the Employer. Nothing herein shall be
          construed as prohibiting the Employer from pursuing other remedies available to
          the Employer for such breach or threatened breach, including the recovery of
          damages from the Executive. 



         
            c.       
          Executive hereby agrees that upon the execution of this Agreement he will sign
          the Company’s standard forms of; Code of Conduct, Confidentiality, Insider
          Trading Policy and Inventions agreements. 



ARTICLE 5 
TERMINATION OF
EMPLOYMENT 



    
    5.1        Termination.
  The Executive's employment hereunder may be terminated without any breach of this
Agreement only under the following circumstances:  



    
     
    
    
1.           By
Executive.   Upon the occurrence of any of the following events, this
          Agreement may be terminated by the Executive by written notice to Employer:  



    
        
        
          (1)                     if
Employer makes a general assignment for the benefit of creditors, files a
          voluntary bankruptcy petition, files a petition or answer seeking a
          reorganization, arrangement, composition, readjustment, liquidation,
dissolution           or similar relief under any law, or there shall have been filed any
petition or           application for the involuntary bankruptcy of Employer, or other
similar           proceeding, in which an order for relief is entered or which remains
undismissed           for a period of thirty days or more, or Employer seeks, consents
to, or           acquiesces in the appointment of a trustee, receiver, or liquidator of
Employer           or any material part of its assets;  



    
        
        
          (2)                     the
sale by Employer of substantially all of its assets or a change of control           of
over 50% of Employer;  



    
        
        
          (3)                     a
decision by Employer, approved by the Board to terminate its business and
          liquidate its assets.  



    
        
     2.           Death.  
This Agreement shall terminate upon the death of Executive.  



    
        
     3.           Disability.  
The Employer may terminate this Agreement upon the disability           of the Executive.
Executive shall be considered disabled (whether permanent or           temporary) if he
is incapacitated to such an extent that he is unable to perform           substantially
all of his duties for Employer that he performed prior to such           incapacitation.  



        
    
     4.           Other
Termination.   The Employer may terminate the Executive’s           employment
hereunder for any reason.  







    
    5.2        Notice
of Termination.   Any termination of the Executive’s employment by the Employer or
by the Executive (other than termination pursuant to subsection 5.1.2 above) shall be
communicated by written Notice of Termination to the other party.  





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    5.3        Date
of Termination.   “Date of Termination” shall mean (i) if the Executive’s
employment is terminated by his death, the date of his death; (ii) if the Executive’s
employment is terminated for Other Termination event (“Other Termination Event”),
the date on which a Notice of Termination is received by the Executive; and (iii) if the
Executive’s employment is terminated for any other reason stated above, the date
specified in a Notice of Termination by Employer or Executive, which date shall be no
less than 30 days following the date on which Notice of Termination is given.  



    
    5.4        Compensation
Upon Termination.  



    
    
    
      1.                     Following
the termination of this Agreement pursuant to Section 5.1, the           Executive shall
be entitled to compensation only through the Date of           Termination; provided,
however, that Executive may be entitled to severance as           set forth in this
Section 5.4.  



    
    
      
    2.                     Following
the termination of this Agreement pursuant to Section 5.1.2, Employer           shall pay
to Executive’s estate the compensation which would otherwise be           payable to
Executive for the six months following his death.  



    
    
    
      3.                     In
the event of disability of the Executive as described in Section 5.1.3, if
          Employer elects to terminate this Agreement, Executive shall be entitled to
          receive compensation through the Date of Termination plus the compensation
which           would otherwise be payable to Executive for the six months following
such           termination for his disability.  



    
    
    
      4.                     If
Executive is terminated by Employer for any reason other than death or
          disability as set forth in this Article 5, then Executive is entitled to
          severance payments equal to six months compensation following the date of
          Termination, under this Agreement. Such amounts being payable over such six
          month periods’ normal payroll cycles.  



    
    
    
      5.                     If
Executive terminates this Agreement as set forth in Section 5.1.1., then
          Executive is entitled to severance payments equal to six months compensation
          following the date of Termination, under this Agreement. Such amounts being
          payable over such six month periods’ normal payroll cycles.  



    
    5.5        Other
Termination Provisions.   Executive agrees that upon termination of this Agreement and
upon reasonable request by the Board of Directors, Executive shall resign from any then
effective Board, Officer or Committee positions.  



    
    5.6        Remedies.  
Any termination of this Agreement shall not prejudice any other remedy to which the
Employer or Executive may be entitled, either at law, equity, or under this Agreement.  






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ARTICLE 6
INDEMNIFICATION 



        To
the fullest extent permitted by applicable law, Employer agrees to indemnify, defend and
hold Executive harmless from any and all claims, actions, costs, expenses, damages and
liabilities, including, without limitation, reasonable attorneys’ fees, hereafter or
heretofore arising out of or in connection with activities of Employer or its employees,
including Executive, or other agents in connection with and within the scope of this
Agreement or by reason of the fact that he is or was a director or officer of Employer or
any affiliate of Employer. To the fullest extent permitted by applicable law, Employer
shall advance to Executive expenses of defending any such action, claim or proceeding.
However, Employer shall not indemnify Executive or defend Executive against, or hold him
harmless from any claims, damages, expenses or liabilities, including attorneys’
fees, resulting from the gross negligence or willful misconduct of Executive. The duty to
indemnify shall survive the expiration or early termination of this Agreement as to any
claims based on facts or conditions which occurred or are alleged to have occurred prior
to expiration or termination. 



ARTICLE 7 
GENERAL PROVISIONS 



    
    7.1        Governing
Law.   This Agreement shall be governed by and construed in accordance with the laws of
the State of Colorado.  



    
    7.2        Arbitration.  
Any controversy or claim arising out of or relating to this Agreement or the breach
thereof shall be settled by arbitration in the City and County of Denver, Colorado in
accordance with the rules then existing of the American Arbitration Association and
judgment upon the award may be entered in any court having jurisdiction thereof.  



    
    7.3        Entire
Agreement.   This Agreement supersedes any and all other Agreements, whether oral or in
writing, between the parties with respect to the employment of the Executive by the
Employer. Each party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by either party, or anyone
acting on behalf of any party, that are not embodied in this Agreement, and that no
agreement, statement, or promise not contained in this Agreement shall be valid or
binding.  



    
    7.4        Successors
and Assigns.   This Agreement, all terms and conditions hereunder, and all remedies
arising herefrom, shall inure to the benefit of and be binding upon Employer, any
successor in interest to all or substantially all of the business and/or assets of
Employer, and the heirs, administrators, successors and assigns of Executive. Except as
provided in the preceding sentence, the rights and obligations of the parties hereto may
not be assigned or transferred by either party without the prior written consent of the
other party.  



    
    7.5               Notices.  For
purposes of this Agreement, notices, demands and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested, postage
prepaid, addressed as follows:  




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	 	                  Executive: 	


                           Jeffrey McGonegal

                           1905 West Valley Vista Drive

                           Castle Rock, CO 80109









	 	                  Employer:  	
AspenBio
Pharma, Inc.                            
Attn: President
                            1585
South Perry Street                           
 Castle Rock, CO 80104
                           
Fax: 303/ 798-8332 






	 	                  With a copy to: 	                       
Theresa Mehringer                            
Burns,
Figa & Will, P.C.                            
6400 South Fiddlers Green Circle
                           
Englewood, CO 80111 






or to such other address as either
party may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt. 



    
    7.6        Severability.  
If any provision of this Agreement is prohibited by or is unlawful or unenforceable under
any applicable law of any jurisdiction as to such jurisdiction, such provision shall be
ineffective to the extent of such prohibition without invalidating the remaining
provisions hereof.  



    
    
7.7        Section
Headings.   The section headings used in this Agreement are for convenience only
and shall not affect the construction of any terms of this Agreement.  



    
    7.8        Survival
of Obligations.   Termination of this Agreement for any reason shall not relieve
Employer or Executive of any obligation accruing or arising prior to such termination.  



    
    7.9        Amendments.  
This Agreement may be amended only by written agreement of both Employer and Executive.  



   
    7.10        Counterparts.  
This Agreement may be executed in one or more counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute only one
legal instrument. This Agreement shall become effective when copies hereof, when taken
together, shall bear the signatures of both parties hereto. It shall not be necessary in
making proof of this Agreement to produce or account for more than one such counterpart.  






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    7.11        Fees
and Costs.   If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees,
costs and necessary disbursements in addition to any other relief to which that party may
be entitled.  



        IN
WITNESS WHEREOF, Employer and Executive enter into this Executive Employment Agreement
effective as of the date first set forth above. 



















		
		AspenBio Pharma, Inc. - "EMPLOYER"
		 
		
By /s/ Daryl J. Faulkner 

Name  Daryl J. Faulkner 

Title  Executive Chairman 
 


		 
 
 

		Jeffrey McGonegal - "EXECUTIVE"
		 
		

Signed  /s/ Jeffrey McGonegal
        
      
Jeffrey McGonegal, Individually  
		
		
		














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