THIS VOTING AGREEMENT (the "Voting Agreement") is entered into effective as of June 18, 2003, by and
between Roger D. Hurst ("Hurst"), and AspenBio, Inc., a Colorado corporation (the "Company").
WHEREAS, Hurst owns 4,246,757 shares of common stock, no par value per share of the Company (the
WHEREAS, Hurst understands that the Company needs additional financing and has agreed to restrictions on the
voting and transfer of 2,250,000 shares of the Common Stock (the "Restricted Shares") in order to facilitate such
WHEREAS, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Hurst and
the Company have agreed to enter into this Voting Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:
1. Voting of Restricted Shares
a. Hurst agrees to vote the Restricted Shares in the same proportion that all other shares of the outstanding
Common Stock (including the other shares of Common Stock owned by Hurst) are voted at any duly called
meeting of the shareholders of the Company. By way of example, if 30% of the shares of Common Stock vote in
favor of a resolution and 70% of the shares of Common Stock oppose such resolution, Hurst shall vote the
Restricted Shares in the same proportion (i.e., 675,000 in favor and 1,575,000 against). Upon request of the
Company, Hurst shall grant a proxy for this purpose to Gail Schoettler, or if Gail Schoettler is not then a member
of the Company's Board of Directors, is unable or unwilling to serve, then Hurst shall grant such proxy to a
person designated by a majority of the Company's Board of Directors (the "Board").
2. Transfer of Restricted Shares
a. Hurst 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