COMMON STOCK AND WARRANT PURCHASE AGREEMENT

Warrant Agreement

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Vitro Diagnostics, Inc

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Title: COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Governing Law: Colorado Date: 2/6/2008

COMMON STOCK AND WARRANT PURCHASE AGREEMENT, Parties: vitro diagnostics inc

COMMON STOCK AND WARRANT PURCHASE AGREEMENT

Between

Vitro Diagnostics, Inc.

and

The undersigned Investors

COMMON STOCK AND WARRANT PURCHASE AGREEMENT dated as of January 31, 2008 (the "Agreement"), between the Investors set forth on the signature page hereto (the "Investor"), and Vitro Diagnostics, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company").

WHEREAS , the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investors, and the Investors shall purchase pro-rata, as set forth on the signature page hereof, (i) Common Stock (as defined below), and (ii) Warrants (as defined below).

WHEREAS , such investments will be made in reliance upon the provisions of Section 4(2) ("Section 4(2)") of the United States Securities Act of 1933, as amended, and Regulation D ("Regulation D") and the other rules and regulations promulgated thereunder (the "Securities Act"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments in the securities to be made hereunder.

NOW, THEREFORE , the parties hereto agree as follows:

Certain Definitions
2. " Capital Shares " shall mean the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.
4. " Capital Shares Equivalents " shall mean any securities, rights, or obligations that are convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or exchangeable securities.
6. " Common Stock " shall mean the Company's common stock, $0.001 par value per share, to be purchased by Investor under the Agreement.
8. " Damages " shall mean any loss, claim, damage, judgment, penalty, deficiency, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and reasonable costs and expenses of expert witnesses and investigation).
10. " Exchange Act " shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
12. " First Closing Date " shall mean the date on which all conditions to the First Closing have been satisfied (as defined in Section 2.1 (f) hereto) and the First Closing shall have occurred.
14. " Fourth Closing Date " shall mean the date on which all conditions to the Fourth Closing have been satisfied (as defined in Section 2.1 (i) hereto) and the Fourth Closing shall have occurred.
16. " Legend " shall mean the legend set forth in Section 9.1.
18. " Market Price " on any given date shall mean the volume weighted average bid price on the Principal Market (as reported by Bloomberg L.P.) of the Common Stock on the five (5) Trading Days ending on the Trading Day immediately prior to the date for which the Market Price is to be determined.
20. " Material Adverse Effect " shall mean any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement in any material respect.
22. " Outstanding " when used with reference to shares of Common Stock or Capital Shares (collectively the "Shares"), shall mean, at any date as of which the number of such Shares is to be determined, all issued and outstanding Shares, and shall include all such Shares issuable in respect of outstanding scrip or any certificates representing fractional interests in such Shares; provided , however , that "Outstanding" shall not mean any such Shares then directly or indirectly owned or held by or for the account of the Company.
24. " Person " shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
26. " Principal Market " shall mean the OTC Bulletin Board, the American Stock Exchange, the New York Stock Exchange, the NASDAQ Stock Exchange Capital Markets, or the NASDAQ Stock Exchange Global Market, whichever is at the time the principal trading exchange or market for the Common Stock.
28. " Purchase Price " shall mean $125,000 .
30. " Regulation D " shall have the meaning set forth in the recitals of this Agreement.
32. Section 1.16. " SEC " shall mean the United States Securities and Exchange Commission.
34. " Second Closing Date " shall mean the date on which all conditions to the Second Closing have been satisfied (as defined in Section 2.1(g) hereto) and the Second Closing shall have occurred.
36. " Section 4(2) " shall have the meaning set forth in the recitals of this Agreement.
38. " Securities Act " shall have the meaning set forth in the recitals of this Agreement.
40. " SEC Documents " shall mean each report or proxy statement filed by the Company with the SEC pursuant to the Exchange Act since (and including) the filing of its annual report on Form 10-KSB for the fiscal year ending October 31, 2006 through the date hereof and available through the SEC's EDGAR system.
42. " Shares " shall mean the Company's Common Stock, $0.001 par value.
44. "Third Closing Date" shall mean the date on which all conditions to the Third Closing have been satisfied (as defined in Section 2.1(h) hereto) and the Third Closing shall have occurred.
46. " Trading Day " shall mean any day during which the Principal Market at such day shall be open for business.
48. " Unit " shall mean one (1) share of Common Stock and eight-tenths (8/10) of one warrant, each warrant exercisable to purchase one (1) additional share of Common Stock.
50. " Unit Purchase Price " shall mean $0.10
52. "A Warrant(s) " shall mean the warrant substantially in the form of Exhibit B to be issued to the Investor hereunder, each warrant granting the Investor the right to acquire for a period of 90 days from the date of the First Closing (i) one share of Common Stock and (ii) one-half B Warrant, at an exercise price of $0.125.
54. " B Warrant(s) " shall mean the warrant substantially in the form of Exhibit C to be issued to the Investor upon exercise of the A Warrants, each B Warrant granting to the Investor the right to acquire for a period of seven months from the First Closing Date, subject to Investor's exercise of the A Warrants, (i) one share of Common Stock and (ii) one C Warrant, at a price of $0.25.
56. " C Warrant(s) " shall mean the warrant substantially in the form of Exhibit D to be issued to the Investor upon exercise of the B Warrants, each C Warrant granting to the Investor the right to acquire for a period of ten months from the First Closing Date, subject to Investor's exercise of the B Warrants, one share of Common Stock at a price of $0.25.
58. " Warrant Shares " shall mean all shares of Common Stock issued or issuable pursuant to exercise of the A, B and C Warrants.
Purchase and Sale of Common Stock and Warrants
2. Investment .
3. 2. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase, for an aggregate Purchase Price of $125,000, an aggregate of 1,250,000 shares of Common Stock and 1,000,000 A Warrants. The Investor shall purchase the Units in the proportions set forth on the signature page of this Agreement.
  4. Upon satisfaction of the conditions set forth in Section 2.1(f), the First Closing shall occur at the offices of the Investor at which the Company shall deliver, or caused to be delivered within 3 business days, certificates representing the Common Stock and the Warrants contained in the Units to the Investor and Investor shall pay to the Company, by wire transfer or bank check, $125,000 (after all fees have been paid as set forth in this Agreement).
  6. Upon the satisfaction of the conditions set forth in Section 2.1(g), the Second Closing shall occur at the offices of the Investor at which the Company shall deliver, or caused to be delivered within 3 business days, certificates representing 1,000,000 shares of Common Stock and 500,000 B Warrants issuable upon exercise of the A warrants, and Investor shall pay to the Company $125,000, representing the aggregate purchase price of the A Warrant Shares and B Warrants.
  8. Upon the satisfaction of the conditions set forth in Section 2.1(h), the Third Closing shall occur at the offices of the Investor at which the Company shall deliver, or caused to be delivered, certificates representing 500,000 shares of Common Stock and 500,000 C Warrants issuable upon exercise of the B Warrants, and Investor shall pay to the Company $125,000, representing the aggregate purchase price of the B Warrant Shares and C Warrants.
  10. Upon the satisfaction of the conditions set forth in Section 2.1(i), the Fourth Closing shall occur at the offices of the Investor at which the Company shall deliver, or caused to be delivered, certificates representing 500,000 shares of Common Stock issuable upon exercise of the C Warrants, and Investor shall pay to the Company $125,000, representing the aggregate purchase price of the C Warrants. Upon satisfaction of the conditions described above, the Investor shall be obligated to exercise the warrants and purchase the Warrant Shares at the Second, Third and Fourth Closings in the same proportion as they acquired the Units at the First Closing.
  12. The First Closing is subject to the satisfaction of the following conditions:
  13. 2. acceptance and execution by the Company and by the Investor of this Agreement and all Exhibits hereto;
    4. all representations and warranties of the Investor contained herein shall remain true and correct as of the First Closing Date, and all covenants required of the Investor to perform, satisfy or comply with shall have been fully complied with or performed in all material respects as of the First Closing Date (as a condition to the Company's obligations);
    6. all representations and warranties of the Company contained herein shall remain true and correct as of the First Closing Date, and all covenants required of the Company to perform, satisfy or comply with shall have been fully complied with or performed in all material respects as of the First Closing date (as a condition to the Investor's obligations);
    8. the Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Common Stock and the Warrants, or shall have the availability of exemptions therefrom;
    10. the sale and issuance of the Common Stock and Warrants hereunder, and the proposed issuance by the Company to the Investor of the Warrant Shares upon the exercise thereof shall be legally permitted by all laws and regulations to which the Investor and the Company are subject and there shall be no ruling, judgment or writ of any court prohibiting the transactions contemplated by this Agreement;
  14. The Second Closing is subject to the satisfaction of the following conditions:
  15. 2. all representations and warranties of the Investor contained herein shall remain true and correct as of the Second Closing Date, and all covenants required of the Investor to perform, satisfy or comply with shall have been fully complied with or performed in all material respects as of the Second Closing Date (as a condition to the Company's obligations);
    4. all representations and warranties of the Company contained herein shall remain true and correct as of the Second Closing Date, and all covenants required of the Company to perform, satisfy or comply with shall have been fully complied with or performed in all material respects as of the Second Closing date (as a condition to the Investor's obligations);
    6. the conditions set forth in Sections 2.1(g)(iv) and (v) remain true and correct as of the Second Closing Date;
    8. the Company shall not have filed a voluntary petition in bankruptcy in any court pursuant to any statutes, either of the United States or of any state, or a petition for reorganization, or for the appointment of a receiver or trustee of all or a substantial portion of the Company's property, or if the Company makes any assignment for or petitions for or enters into an arrangement for the benefit of creditors, or shall have become subject to an involuntary petition in bankruptcy which petition is not discharged within sixty (60) days thereafter.
    10. either (i) the Company shall have established, by the delivery to Investor of invoices, shipping documents or similar evidence, that it has delivered for evaluation the SC-derived beta islets to one or more potential customers, or (ii) Investor voluntarily agrees to exercise the A Warrants.
  16. The Third Closing is subject to the satisfaction of the following conditions:
  17. 2. all representations and warranties of the Investor contained herein shall remain true and correct as of the Third Closing Date, and all covenants required of the Investor to perform, satisfy or comply with shall have been fully complied with or performed in all material respects as of the Third Closing Date (as a condition to the Company's obligations);
    4. all representations and warranties of the Company contained herein shall remain true and correct as of the Third Closing Date, and all covenants required of the Company to perform, satisfy or comply with shall have been fully complied with or performed in all material respects as of the Third Closing date (as a condition to the Investor's obligations);
    6. the conditions set forth in Sections 2.1(h)(iv) and (v) remain true and correct as of the Third Closing Date;
    8. the Company shall not have filed a voluntary petition in bankruptcy in any court pursuant to any statutes, either of the United States or of any state, or a petition for reorganization, or for the appointment of a receiver or trustee of all or a substantial portion of the Company's property, or if the Company makes any assignment for or petitions for or enters into an arrangement for the benefit of creditors, or shall have become subject to an involuntary petition in bankruptcy which petition is not discharged within sixty (60) days thereafter.
    10. either (i) the Company shall have established, by the delivery to Investor of invoices, shipping documents or similar evidence, that it had consummated sales of the SC-derived beta islets resulting in net revenues of at least $30,000 during the three month period ending July 31, 2008, or (ii) Investor voluntarily agrees to exercise the B Warrants.
  18. The Fourth Closing is subject to the satisfaction of the following conditions:
  19. 2. all representations and warranties of the Investor contained herein shall remain true and correct as of the Fourth Closing Date, and all covenants required of the Investor to perform, satisfy or comply with shall have been fully complied with or performed in all material respects as of the Fourth Closing Date (as a condition to the Company's obligations);
    4. all representations and warranties of the Company contained herein shall remain true and correct as of the Fourth Closing Date, and all covenants required of the Company to perform, satisfy or comply with shall have been fully complied with or performed in all material respects as of the Fourth Closing date (as a condition to the Investor's obligations);
    6. the conditions set forth in Sections 2.1(i)(iv) and (v) remain true and correct as of the Fourth Closing Date;
    8. the Company shall not have filed a voluntary petition in bankruptcy in any court pursuant to any statutes, either of the United States or of any state, or a petition for reorganization, or for the appointment of a receiver or trustee of all or a substantial portion of the Company's property, or if the Company makes any assignment for or petitions for or enters into an arrangement for the benefit of creditors, or shall have become subject to an involuntary petition in bankruptcy which petition is not discharged within sixty (60) days thereafter.
    10. either (i) the Company shall have established, by the delivery to Investor of invoices, shipping documents or similar evidence, that it had consummated sales of the SC-derived beta islets resulting in net revenues of at least $100,000 during the three month period ending October 31, 2008, or (ii) Investor voluntarily agrees to exercise the C Warrants.
4. Financing Fee . The Investor shall be entitled to a Financing Fee equal to 2% of the aggregate purchase price of all Securities purchased hereunder. The Financing Fee shall be payable concurrently with each Closing Date. At the option of Investor, the Financing Fee may be deducted from the amounts due at each Closing Date; or Investor may elect to receive the Financing Fee in the form of shares of Common Stock valued at the lesser of (i) the Market Price on the respective Closing Date, or (ii) the price per share being paid for the Common Stock issuable on each respective Closing Date.
6. Board Representation. Subject to Investor purchasing Securities having an aggregate purchase price of at least $250,000, Investor shall nominate a representative for appointment to the Company's board of directors who must be approved by the Board. The Company shall also appoint another nominee to its Board of Directors resulting in a three member Board of Directors given that suitable candidates are appointed. Board representation by the Investor shall continue until Investor owns less than 5% of the total issued and outstanding shares of Common Stock, or Investor otherwise elects to not designate a board representative.
8. Credit Facility. Investor shall have the right, but not the obligation, to make available to the Company a revolving credit facility in the principal amount of $100,000 ("Credit Facility") pursuant to a Credit Agreement, the terms of which shall be subject to mutual agreement. The Credit Facility will accrue interest at the rate of 8% per annum and shall be convertible at the option of Investor into shares of Common Stock at a conversion price equal to (i) $0.18 per share, if the Credit Facility is executed on or before April 15, 2008, or (ii) Market Price on the date on which the Credit Facility is executed.
10. Conversion of Accounts and Notes Payable. Subject to Investor investing at least $250,000, Dr. James Musick shall agree to convert all notes payable, accrued interest on those notes and deferred and unpaid compensation owed by the Company to him as of the First Closing Date, including, without limitation, any and all accrued and unpaid salary, wages or other compensation, into shares of the Company's securities in accordance with the following:
11. 2. All accrued and unpaid advances, notes and expenses, including all accrued and unpaid interest, not to exceed $225,000 in the aggregate, shall be converted into shares of Common Stock at a conversion price of $0.18 per share.
  4. All accrued and unpaid wages, salary and other compensation in excess of $500,000 will be waived, and the balance of $500,000 shall be evidenced by a convertible promissory note convertible into shares of Common Stock at a conversion price equal to the greater of (i) Market Price on the Trading Day immediately preceding the conversion date, or (ii) $1.00 per share, up to a maximum of 500,000 shares. The convertible note shall automatically convert into shares of Common Stock upon the occurrence of a liquidity event which shall be defined by mutual agreement. The convertible note is not intended to create income tax liability to the payee or the Company and additional provisions may be implemented to achieve this goal prior to the Second Closing.
Section 2.6. Closing . The First Closing shall occur not later than January 31, 2008.
Representations and Warranties of Investor
The Investor severally represents and warrants to the Company that:
2. Intent . The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally binding) at any time to sell the Common Stock and the Warrant or Warrant Shares to or through any person or entity; provided, however, that by making the representations herein, the Investor does not agree to hold such securities for any minimum or other specific term and reserves the right to dispose of the Common Stock and Warrant Shares at any time in accordance with federal and state securities laws applicable to such disposition.
4. Sophisticated Investor . The Investor is an accredited investor (as defined in Rule 501 of Regulation D) and Investor has such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Common Stock, the Warrant and the Warrant Shares. The Investor acknowledges that an investment in the Common Stock, the Warrant and the Warrant Shares is speculative and involves a high degree of risk.
6. Authority . This Agreement and each agreement, the forms of which are attached as Exhibits hereto which are required to be executed by Investor, have been duly authorized, validly executed and delivered by the Investor and are valid and binding agreements of the Investor enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.
8. Not an Affiliate . The Investor is not an officer, director or "affiliate" (as that term is defined in Rule 405 of the Securities Act) of the Company.
10. Absence of Conflicts . The execution and delivery of this Agreement and the agreements the forms of which are attached as Exhibits hereto and executed by the Investor in connection herewith, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements thereof, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor or (a) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.
12. Disclosure; Access to Information . The Investor has received all documents, records, books and other publicly available information pertaining to Investor's investment in the Company that have been requested by the Investor. Investor acknowledges that the Company is subject to the periodic reporting requirements of the Exchange Act, and the Investor has reviewed or received copies of all of the SEC Documents. The Investor has not relied on any oral representations of the Company, any of its officers, directors or representatives, and the Investor is not relying on any information about the Company that is not contained in this Agreement, the attachments or the SEC documents in making its investment decision.
14. Manner of Sale . At no time was Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising by the Company.
16. Residency . The state of residency set forth opposite Investor's name on Exhibit A is the lawful residence of Investor and has not been used to circumvent the securities regulations of any state or jurisdiction.
18. Legends . The Investor acknowledges that the Common Stock, the Warrants and the Warrant Shares are being offered and sold by the Company pursuant to exemptions from the registration requirements of state and federal law and as a consequence, the securities have not been registered under the Securities Act or any applicable state law. Unless otherwise provided below, each certificate representing the securities will bear the following legend or equivalent (the "Legend"):
19. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
20. No Other Legend or Stock Transfer Restrictions . No legend other than the one specified in Section 3.8 has been or shall be placed on the share certificates representing the Common Stock, the Warrants or the Warrant Shares and no instructions or "stop transfer orders," so called "stock transfer restrictions," or other restrictions have been or shall be given to the Company's transfer agent with respect thereto other than as expressl y set forth in this Article III.
22. Investor's Compliance . Nothing in this Article shall affect in any way the Investor's obligations under any agreement, law or regulation to comply with all applicable securities laws upon resale of the Common Stock.
Representations and Warranties of the Company
The Company represents and warrants to the Investor that:
2. Organization of the Company . The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Nevada and has all requisite corporate authority to own its properties and to carry on its business as now being conducted. The Company does not have any subsidiaries and does not own more that fifty percent (50%) of or control any other active business entity except as set forth in the SEC Documents. The Company is duly qualified and is in good standing as a foreign corporation to do business in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect.
4. Authority . (i) The Company has the requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement, and the Warrants and to issue the Common Stock, the Warrants and the Warrant Shares pursuant to their respective terms, (ii) the execution, issuance and delivery of this Agreement, the Common Stock and the Warrants by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement, the Common Stock certificates and the Warrants have been duly executed and delivered by the Company and at the Closing shall constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general applicati

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