CONSULTING AGREEMENT

Exhibit 10.6

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the "Agreement"), is effective as of this 1st day of

February, 2005, between: Sussex Avenue Partners, LLC (the "Consultant"), with an

office at 1902 Wright Place, Suite 200, Carlsbad, CA 92008 and Vitro

Diagnostics, Inc., ("Company"), with offices at 12635 East Montview Blvd,

Aurora, Colorado 80010

WITNESSETH

WHEREAS, the Company requires and will continue to require consulting services

relating to management advisement, strategic planning and marketing in

connection with its business, together with advisory and consulting related to

shareholder management, public relations, investor relations and fund raising.

WHEREAS, Consultant is qualified to provide the Company with the aforementioned

consulting services and is desirous to perform such services for the Company;

WHEREAS, the Company wishes to induce Consultant to provide these consulting

services to the Company and wishes to contract with the Consultant regarding the

same believing it to be in its best interest,

NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it

is agreed as follows:

1. APPOINTMENT.

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The Company hereby engages Consultant and Consultant agree to render services to

the Company as a consultant upon the terms and conditions hereinafter set forth.

2. TERM.

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The term of this Consulting Agreement began as of the date of this Agreement,

and shall terminate on June 1, 2005 unless earlier terminated in accordance with

paragraph 9 herein or extended as agreed to between the parties.

3. SERVICES.

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During the term of this Agreement, Consultant shall provide advice to undertake

for and consult with the Company concerning management, marketing, consulting,

strategic planning, corporate organization and structure, financial matters in

connection with the operation of the businesses of the Company, expansion of

services, acquisitions and business opportunities, and shall review and advise

the Company regarding its overall progress, needs and condition. The services of

Consultant shall not be exclusive nor shall Consultant be required to render any

specific number of hours or assign specific personnel to the Company or its

projects. The parties hereto acknowledge and agree that Consultant cannot

guarantee the results or effectiveness of any of the services rendered or to be

rendered by Consultant. Rather, Consultant shall conduct its operations and

provide its services in a professional manner and in accordance with good

industry practice.

Consultant agrees to provide on a timely basis the following enumerated services

plus any additional services contemplated thereby:

(a) The implementation of short-range and long-term strategic planning to fully

develop and enhance the Company's assets, general resources, products and

services;

(b) Advise the Company relative to its operational needs, relating specifically

to past and future corporate transactional and mergers and acquisitions matters.

(c) Advise the Company in relation to shareholder management and public

relations.

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(d) Facilitate investor relations activities, identify and act as a finder for

private placement investors.

(e) Attached schedule "A" to become part of this agreement.

In the course of providing these services, Consultant shall only disclose to

third parties that information provided to it by the Company or expressly

authorized in writing. Any profiles, reports, promotional materials or other

written information prepared by or on behalf of the Consultant shall be

submitted to the Company for approval in advance of any dissemination by

Consultant.

4. DUTIES OF THE COMPANY.

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The Company shall provide Consultant, on a regular and timely basis, with all

approved data and information about it, its subsidiaries, its management, its

products and services and its operations as shall be reasonably requested by

Consultant, and shall advise Consultant of any facts which would affect the

accuracy of any data and information previously supplied pursuant to this

paragraph. The Company shall promptly supply Consultant with full and complete

copies of all financial reports, all fillings with all federal and state

securities agencies; with full and complete copies of all stockholder reports;

with all data and information supplied by any financial analyst, and with all

brochures or other sales materials relating to its products or services.

5. COMPENSATION.

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Upon execution of this Agreement and i