ASPENBIO INC
LOCK-UP  AGREEMENT
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>5
<FILENAME>aspen8kex1024_6202003.txt
<DESCRIPTION>LOCK-UP  AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.24
                                                                   -------------

                                LOCK-UP AGREEMENT

     THIS LOCK-UP AGREEMENT (the "Lock-up  Agreement") is entered into effective
as of June  9,  2003,  by and  between  Mark  Colgin  and  Deborah  Colgin  (the
"Shareholder"),  a shareholder of AspenBio,  Inc., a Colorado  corporation  (the
("Company"), and the Company;

     WHEREAS,  Shareholder  beneficially  owns (within the meaning of Rule 13d-3
under the Securities  Exchange Act of 1934, as amended) 513,000 shares of common
stock, no par value per share of the Company (the "Common Stock");

     WHEREAS,   Shareholder   understands  that  the  Company  needs  additional
financing  and believes that a lock-up on transfer of the  Shareholder's  shares
will improve the Company's prospects for obtaining additional financing;

     WHEREAS, for valuable  consideration,  the receipt and sufficiency of which
is hereby  acknowledged,  the  Shareholder has agreed to enter into this Lock-up
Agreement.

     NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree
as follows:

     1. Lock-up on Transfer of Shares
     --------------------------------

          (a) The Shareholder agrees not, directly or indirectly, to sell, offer
     to sell,  contract  to  sell,  assign,  pledge,  hypothecate,  encumber  or
     otherwise transfer, or enter into any contract, option or other arrangement
     or  understanding  with  respect to the sale,  assignment,  pledge or other
     disposition of  (collectively,  "Transfer")  any rights with respect to (i)
     461,700 shares of the Common Stock  currently  owned by  Shareholder  for a
     period  commencing on the date hereof and continuing  through September 30,
     2004 (the  "Lock-up  Period")  except as  expressly  provided  herein.  The
     foregoing  restriction  has been expressly  agreed to preclude  Shareholder
     from engaging in any hedging or other transaction during the Lock-up Period
     that is  designed  to or  reasonably  expected  to lead to or  result  in a
     Transfer of the Common Stock. Such prohibited  hedging or other transaction
     would include,  without limitation,  any short sale (whether or not against
     the box) or any purchase,  sale, or grant of any right (including,  without
     limitation,  any put or call  option)  with  respect to the Common Stock or
     with respect to any security  (other than a  broad-based  market  basket or
     index) that  includes,  relates to or derives any  significant  part of its
     value from the Common Stock.

          (b) The  Shareholder  also  agrees and  consents  to the entry of stop
     transfer  instructions  with  the  Company's  Transfer  Agent  against  the
     Transfer of Common Stock held by Shareholder  except in compliance with the
     terms and conditions of this Lock-up Agreement.

          (c) The restrictions  contained in this Lock-up  Agreement shall apply
     to  Shareholder  with  respect  to  any  and  all  Transfers  of any of the
     Company's  Common Stock with the exception of that Common Stock acquired by
     the  Shareholder  on the  open  market.  Any and all  other  Transfers  are
     prohibited by this Agreement.

<PAGE>

     2. Early Termination of Lock-Up Period.
     ---------------------------------------

     (a) In the  event  any  Common  Stock  of  Shareholder  is  subject  to any
involuntary  transfer,  whether  by  reason  of  death,  bankruptcy  or  divorce
proceedings  or otherwise,  the  transferee of such Common Stock shall take such
Common Stock subject to this Lock-up  Agreement.  Any purported  transfer of any
Common  Stock  of  Shareholder  that  is not in  accordance  with  this  Lock-Up
Agreement  shall be null and void,  and shall not operate to transfer any right,
title  or  interest  in such  Common  Stock  to the  purported  transferee.  The
Shareholder  agrees that the Company  shall not cause or permit the  transfer of
any Common Stock of  Shareholder  to be made on its books unless the transfer is
permitted by this Lock-up  Agreement  and has been made in  accordance  with its
terms.

     (b) The restrictions contained in this Lock-up Agreement shall not apply to
any  Transfer by  Shareholder  with  respect to  transfers  of any Common  Stock
acquired on the open market.

     3. Price Gateways.
     ------------------

     Notwithstanding  anything contained herein to the contrary, at such time as
the closing price of the Common Stock (OTCBB:APNB) on the OTC Bulletin Board, or
such other market as the Common Stock is then publicly traded, equals or exceeds
each price  target  (the  "Gateway  Price") set forth on Schedule A hereto for a
period of twenty  consecutive  trading  days,  the  corresponding  percentage of
Common Stock (the  "Release  Percentage")  set forth on Schedule A multiplied by
the total number of shares of Common Stock (the "Total Number")  subject to this
Agreement shall be released from the restrictions in this Lock-up  Agreement for
so long as the price of the  Common  Stock  remains  equal to, or  exceeds  such
Gateway  Price.  Any sale of Common Stock so released  shall  require  duplicate
confirmation (by Shareholder's broker and the Company) to the effect that it was
consummated at or above the relevant Gateway Price.

     4. Representations, Warranties and Covenants of the Shareholder.
     ----------------------------------------------------------------

     Shareholder represents and warrants to, and agrees with, the Company that:

          (a) this Lock-up  Agreement  has been duly  executed and  delivered by
     Shareholder and  constitutes a valid and binding  obligation of Shareholder
     enforceable in accordance with its terms;

          (b) neither the execution  and delivery of this Lock-up  Agreement nor
     the consummation of the transactions contemplated hereby will result in any
     breach or violation  of, be in conflict  with or constitute a default under
     any  agreement or instrument  to which  Shareholder  is a party or by which
     Shareholder may be affected or is bound;

          (c) Shareholder is not subject to or obligated under any provisions of
     any law, regulation,  order,  judgment or decree which would be breached or
     violated  by the  execution,  delivery  and  performance  of  this  Lock-up
     Agreement  by  Shareholder  and  the   consummation  of  the   transactions
     contemplated hereby; and

                                        2
<PAGE>

          (d) Shareholder is now, and will be at all times up to the termination
     of this Lock-up  Agreement,  the record and beneficial  owner of the Common
     Stock  which at such time is subject to Transfer  restrictions  pursuant to
     the terms hereof,  free and clear of any pledge,  lien,  security interest,
     mortgage,  charge, claim, equity, option, proxy, voting restriction,  right
     of first refusal, limitation on disposition,  adverse claim of ownership or
     use or  encumbrance  of any  kind,  other  than  pursuant  to this  Lock-up
     Agreement.

     5. Miscellaneous.
     -----------------

          (a) Specific Performance.  Shareholder acknowledges that damages would
     be an  inadequate  remedy for any breach of the  provisions of this Lock-up
     Agreement and agrees that the obligations of Shareholder hereunder shall be
     specifically  enforceable  and  Shareholder  shall  not take any  action to
     impede  the  Company  from  seeking  to  enforce  such  right  of  specific
     performance.  Shareholder  agrees that monetary damages may not be adequate
     compensation  for  any  loss  incurred  by  reason  of  any  breach  of his
     obligations  in this Lock-up  Agreement  and hereby  agrees to waive in any
     action for specific performance of any such obligation,  the defense that a
     remedy at law would be adequate.

          (b) Notices. All notices, demands and other communications to be given
     or delivered under or by reason of the provisions of this Lock-up Agreement
     shall be in  writing  and  shall be given  and shall be deemed to have been
     given when personally delivered or three days after being mailed, if mailed
     by first class mail, return receipt requested,  or one day after being sent
     by reputable  overnight delivery service,  or when receipt is acknowledged,
     if sent by facsimile,  telecopy or other  electronic  transmission  device.
     Notices,  demand and  communications  to Shareholder  and the Company will,
     unless  another  address is  specified  in writing,  be sent to the address
     indicated  below,  except that  notices of change of address  shall only be
     effective upon receipt:

         If to Shareholder:

         Mark Colgin                          Deborah Colgin

         -----------------------------       -----------------------------------

         -----------------------------       -----------------------------------

         Fax: ________________________

         If to the Company:

         AspenBio, Inc.
         1585 S. Perry Street
         Castle Rock, CO 80104
         Fax:   (303) 798-8332

          (c) Assignment.  This Lock-up  Agreement and all the provisions hereof
     will be binding  upon and inure to the  benefit of the  parties  hereto and
     their respective successors and permitted assigns, except that neither this
     Lock-up Agreement nor any of the rights, interests or obligations hereunder
     may be assigned by the Shareholder hereto without the prior written consent
     of the Company.

                                        3
<PAGE>

          (d) Governing  Law. The internal law,  without regard for conflicts of
     law  principals,  of the  State  of  Colorado  will  govern  all  questions
     concerning the  construction,  validity and  interpretation of this Lock-up
     Agreement and the  performance of the  obligations  imposed by this Lock-up
     Agreement.

          (e)  Counterparts.  This Lock-up  Agreement  may be executed in one or
     more counterparts, any one of which need not contain the signatures of more
     than one party, but all such  counterparts  taken together shall constitute
     one and the same instrument.

          (f) Severability.  Whenever  possible,  each provision of this Lock-up
     Agreement  will be  interpreted in such manner as to be effective and valid
     under  applicable  law, but if any  provision of this Lock-up  Agreement is
     held to be prohibited by or invalid under  applicable  law, such  provision
     will be  ineffective  only to the extent of such  provision or  invalidity,
     without  invalidating  the  remainder of such  provision  or the  remaining
     provisions of this Lock-up Agreement.

          (g)  Amendment  Waiver.  This Lock-up  Agreement may not be amended or
     waived  except,  (i) in a writing  executed by the party against which such
     amendment  or  waiver  is  sought  to be  enforced,  and (ii)  without  the
     expressed  written consent of the Company.  No course of dealing between or
     among any persons  having any  interest in this Lock-up  Agreement  will be
     deemed  effective to modify or amend any part of this Lock-up  Agreement or
     any rights or  obligations of any person under or by reason of this Lock-up
     Agreement.

          (h) Review by Shareholder.  The Shareholder has had the opportunity to
     review this Lock-up  Agreement with legal counsel and other advisors as the
     Shareholder deemed advisable,  prior to the Shareholder's execution of this
     Agreement, and the Shareholder has not relied on any advice of Patton Boggs
     LLP.

          (i) Complete  Agreement.  This Lock-up Agreement contains the complete
     agreement   between   the   parties   hereto  and   supersedes   any  prior
     understandings,  agreements or  representations  by or between the parties,
     written or oral, which may have related to the subject matter hereof in any
     way.

     IN WITNESS WHEREOF, the parties hereby have executed this Lock-up Agreement
as of the date first written above.


ASPENBIO, INC.


By: /s/ Roger D. Hurst                             /s/ Mark Colgin
   ---------------------------                     -----------------------------
Name:  Roger D. Hurst                              Mark Colgin
Title: President


                                                   /s/ Deborah Colgin
                                                   -----------------------------
                                                   Deborah Colgin

                                        4
<PAGE>






                                   SCHEDULE A


      Gateway Price                                     Release Percentage
      -------------                                     ------------------

          $4.00                                                  20%
          $5.00                                                  30%


                                        5

</TEXT>
</DOCUMENT>
