GUARANTY

GUARANTY

THIS GUARANTY ("GUARANTY"), dated as of January 14, 2005, is made by VITRO

CO INCORPORATED, a Nevada corporation ("GUARANTOR"), in favor of VITROBIRTH,

LLC, a Delaware limited liability company ("LENDER").

RECITALS:

A. The Lender and Vitrotech Corporation, a Nevada corporation (the

"BORROWER"), have entered into a Note and Warrant Purchase Agreement, dated as

of the date hereof (the "PURCHASE AGREEMENT"), pursuant to which the Lender has

agreed to loan up to $3,000,000 to the Borrower on the terms and subject to the

conditions of the Purchase Agreement ("LOAN"). On the terms and subject to the

conditions of the Purchase Agreement, the Loan advances will be evidenced by one

or more secured, convertible promissory notes made by the Borrower in favor of

the Lender (the "NOTES") as more fully set forth in the Purchase Agreement.

B. The Borrower owns 100% of the issued and outstanding capital stock of

the Guarantor and substantially all of the Loan proceeds will be contributed to,

or otherwise used for the sole and exclusive benefit of the Guarantor.

C. To induce the Lender to enter into the Purchase Agreement and to make

the Loan, the Guarantor has agreed to execute and deliver to the Lender this

Guaranty to be secured by a first priority security interest in and to all of

Guarantor's personal property pursuant to that certain Subsidiary Security

Agreement (the "SECURITY AGREEMENT"), dated as of the date hereof, and the

Guarantor agrees that the Loan (or any part thereof) made by the Lender to the

Guarantor constitutes reasonably equivalent value to the Guarantor in

consideration for the execution of this Guaranty and the Security Agreement.

AGREEMENT

ACCORDINGLY, in consideration of the forgoing recitals, and for other

valuable consideration, the receipt and sufficiency of which Guarantor

acknowledges, Guarantor agrees as follows:

1. GUARANTY.

1.1 Guaranty of Obligations. Guarantor unconditionally, absolutely

and irrevocably guarantees and promises to pay to Lender, or order, on demand,

in lawful money of the United States of America and in immediately available

funds, any and all indebtedness and obligations of Borrower to Lender under the

Purchase Agreement and all Notes (collectively, the "GUARANTEED OBLIGATIONS").

The term "GUARANTEED OBLIGATIONS" is used herein in its most comprehensive sense

and includes any and all debts, obligations and liabilities of Borrower to

Lender (including, without limitation, any and all attorneys' fees, expenses,

costs, premiums, charges and accrued and unpaid interest, including interest

that, but for the filing of a petitions in bankruptcy, would have accrued on the

Guaranteed Obligations) now existing or hereafter incurred or created, whether

voluntary or involuntary, and however arising, whether due or not due, absolute

or contingent, liquidated or unliquidated, determined or undetermined, whether

Borrower may be liable individually or jointly with others, whether recovery

upon such indebtedness may be or hereafter become barred by any statute of

limitations or whether such indebtedness may be or hereafter become otherwise

unenforceable, and includes Borrower's prompt, full and faithful performance,

observance and discharge of each an every term, condition, agreement,

representation, warranty, undertaking and provision to be performed by Borrower,

as applicable, under the Purchase Agreement or any Note or otherwise. Guarantor

agrees that this Guaranty constitutes a guaranty of payment when due and not of

collection.

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1.2 Continuing Guaranty. This Guaranty is a continuing guaranty of

the Guaranteed Obligations, including any and all Guaranteed Obligations which

are renewed, extended, compromised, refinanced or restructured from time to

time. This Guaranty shall remain effective until the Guaranteed Obligations have

been fully paid, performed and discharged as provided in Section 7 and Lender

has given written notice of that fact to Guarantor.

1.3 Independent Obligations. Guarantor agrees that Guarantor is

directly and primarily liable to Lender, that Guarantor's obligations hereunder

are independent of the Guaranteed Obligations and that a separate action or

actions may be brought and prosecuted against Guarantor, whether action is

brought against Borrower or whether Borrower is joined in any such action or

actions. Guarantor agrees that any releases which may be given by Lender to

Borrower or any other guarantor or endorser shall not release Guarantor from

this Guaranty.

2. INDEMNITY.

2.1 Indemnity. In addition to the payment of expenses pursuant to

Section 9.1, Guarantor agrees to indemnify, defend, exonerate, pay and hold

Lender and the members, managers, directors, officers, employees and agents of

Lender (the "INDEMNITIES") harmless from and against any and all liabilities,

obligations, losses, damages, penalties, actions, causes of action, judgments,

suits, claims, costs, expenses and disbursements of any kind or nature

whatsoever (including, without limitation, the fees and disbursements of counsel

to Lender and expert witness fees and disbursements) for such Indemnities in

connection with any investigative, administrative or judicial proceeding,

whether or not such Indemnitee shall be designated a party thereto, that may be

imposed on, incurred by or asserted against such Indemnitee, in any manner

relating to or arising out of or in connection with this Guaranty (the

"INDEMNIFIED LIABILITIES"). Notwithstanding the foregoing, the Indemnified

Liabilities shall not include liabilities, obligations, losses, damages,

penalties, actions, causes of action, judgments, suits, claims, costs, expenses

and disbursements to the extent caused by or resulting from the willful

misconduct or gross negligence of such Indemnitee.

2.2 Notice. Each Indemnitee will promptly notify Guarantor of each

event of which it has knowledge that may give rise to a claim under this Section

2.

2.3 Defense of Actions. If any investigative, judicial or

administrative proceeding arising in connection with any of the Indemnified

Liabilities is brought against any Indemnitee indemnified or intended to be

indemnified pursuant to this Section 2, Guarantor, to the extent and in the

manner directed by the Indemnitee or intended Indemnitee, will resist and defend

such action, suit or proceeding or cause the same to be resisted and defended by

counsel designated by Guarantor (which counsel shall be satisfactory to the

Indemnitee or intended Indemnitee). Each Indemnitee will use its best efforts to

cooperate in the defense of any such action, suit or proceeding. To the extent

that the undertaking to indemnify, pay and hold harmless set forth in the

preceding sentence may be unenforceable because it is violative of any law or

public policy, Guarantor shall make the maximum contribution to the payment and

satisfaction of each of the Indemnified Liabilities that is permissible under

the applicable law.

3. CONSENTS BY GUARANTOR.

3.1 Consents. Guarantor hereby authorizes Lender, without notice or

demand, and without affecting Guarantor's liability hereunder, from time to time

to:

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(a) Changes in Terms. Renew, compromise, extend, refinance,

accept partial payments, accelerate or restructure the Guaranteed Obligations or

otherwise change the time for payment or the terms of any of the Guaranteed

Obligations, or any part thereof, including, without limitation, increasing or

decreasing the rate of interest thereof;

(b) Amendment of LLC Agreement. Waive, amend, rescind, modify

or fail to enforce any of the terms or provisions of the Guaranteed Obligations

or any agreement or document executed in connection therewith;

(c) Liquidation of Guaranteed Obligations. Settle, release,

compromise, collect or otherwise liquidate the Guaranteed Obligations, or any

part thereof, and any security or collateral therefor in any manner as Lender

may determine in Lender's sole discretion;

(d) Collateral. Take and hold collateral to secure the payment

or performance of the Guaranteed Obligations; exchange, enforce, waive and

release any such collateral; and apply such collateral and direct the order or

manner of sale thereof as Lender in its sole discretion may determine;

(e) Releases. Settle, release, compromise with or substitute

any one or more endorser(s), guarantor(s), or other obligors of this Guaranty or

the Guaranteed Obligations; and

(f) Assignment. Assign this Guaranty in whole or in part and

Lender's rights hereunder to anyone at any time.

3.2 Non-Release of Guarantor. Guarantor agrees that Lender may do

any or all of the foregoing in such manner, upon such terms, and at such times

as Lender, in Lender's sole discretion, deems advisable, without, in any way or

respect, impairing, affecting, reducing or releasing Guarantor from Guarantor's

undertakings hereunder, and Guarantor hereby consents to each and all of the

foregoing acts, events and occurrences.

4. WAIVERS.

4.1 Defenses. Guarantor hereby waives any right to assert against

Lender as a defense, counterclaim, set-off or crossclaim, any defense (legal or

equitable), counterclaim, set-off or crossclaim which Guarantor may now or at

any time hereafter have under applicable law, rule, arrangement or relationship

against Borrower, Lender or any other party. Guarantor waives all defenses,

counterclaims and set-offs of any kind or nature arising, directly or

indirectly, from the present or future lack of sufficiency, validity or

enforceability of the Purchase Agreement or any Note.

4.2 Statute of Limitations. Guarantor hereby waives any statute of

limitations affecting Guarantor's liability or obligations under this Guaranty

or the enforcement of this Guaranty.

4.3 Election of Remedies. Guarantor hereby waives any defense

arising by reason of any claim or defense based upon an election of remedies by

Lender, which in any manner impairs, affects, reduces, releases, destroys or

extinguishes Guarantor's subrogation rights, rights to proceed against Borrower

for reimbursement, or any other rights of Guarantor to proceed against any other

person or security, including, but not limited to, any defense based upon the

election of remedies by Lender under the provisions of Section 580(d) of the

California Code of Civil Procedure, or any similar law of California or of any

other state, or of the United States.

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4.4 Presentment, Demand and Notice. Guarantor hereby waives all

presentments, demands for performance or payment, notices of nonperformance,

protests, notices of protests, notices of dishonor, notices of default, notice

of acceptance of this Guaranty, diligence, and notices of the existence,

creation or incurrence of the Guaranteed Obligations or of new or additional

Guaranteed Obligations incurred or created after the date of this Guaranty, and

all other notices or formalities to which Guarantor may be entitled under

applicable law.

4.5 Remedies. As a condition to payment or performance by Guarantor

under this Guaranty, Lend