Exhibit 4.2

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR THE  SECURITIES  LAWS OF ANY STATE AND ARE BEING  OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT
OF  1933  AND  SUCH  LAWS.  THE  SECURITIES  ARE  SUBJECT  TO   RESTRICTIONS  ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMITTED   UNDER  THE  SECURITIES  ACT  OF  1933  AND  SUCH  LAWS  PURSUANT  TO
REGISTRATION OR EXEMPTION THEREFROM.


                           CLASS A WARRANT CERTIFICATE

                                                                          [DATE]


                      Representing ______ Class A Warrants
                      To Purchase Shares of Common Stock of

                                 CYTOMEDIX, INC.

      THIS IS TO CERTIFY THAT, for value received,  _____________________ or its
assigns (the Holder"), is entitled to purchase from Cytomedix,  Inc., a Delaware
corporation (the "Company"),  _________________ (______) shares of the Company's
common stock, par value $.0001 per share (the "Common Stock"),  on the terms and
conditions hereinafter set forth.

I. Grant of Warrant

      1.1 Grant and Vesting. The Company hereby grants to the Holder _____ Class
A Warrants  ("Warrants")  to purchase up to  ___________  (___) shares of Common
Stock at a  purchase  price  equal to $1.00  per  share  of  Common  Stock  (the
"Exercise  Price").  The  Warrants  shall vest as to all shares of Common  Stock
immediately.  The shares of Common Stock for which the Warrants may be exercised
are referred to as the "Warrant Shares."

      1.2 Exercise Period.  The Warrants shall be exercisable  commencing on the
date of  original  issuance  of the  Warrants  (the  "Exercisability  Date") and
continue to be  exercisable  for the period (the  "Exercise  Period") until 5:00
p.m.,  Central Standard Time, on the date that is two (2) years from the date of
issuance of the Warrants.

      1.3 Shares To Be Issued;  Reservation of Shares. The Company covenants and
agrees that (a) all of the securities issuable upon the exercise of the Warrants
in accordance  with the terms hereof will,  upon issuance in accordance with the
terms hereof and payment of the Exercise  Price  therefor,  be duly  authorized,
validly issued and outstanding, fully paid and non-assessable, and free from all
taxes,  liens and charges with  respect to the issuance  thereof (b) the Company
will cause during the Exercise  Period,  there to be  authorized  and reserved a
sufficient  number of securities to provide for the exercise of this Warrants in
full,  and (c) the Company  shall  promptly  secure the listing of the shares of
Common  Stock  issuable  upon  exercise  of  the  Warrants  upon  each  national
securities  exchange or automated quotation system, if any, upon

<PAGE>

which  shares of Common  Stock are then listed  (subject  to official  notice of
issuance upon exercise of the Warrants) and shall maintain, so long as any other
shares of Common Stock shall be so listed,  such listing of all shares of Common
Stock from time to time  issuable  upon the  exercise of the  Warrants;  and the
Company  shall  so  list on  each  national  securities  exchange  or  automated
quotation  system,  as the case may be, and shall  maintain such listing of; any
other shares of capital  stock of the Company  issuable upon the exercise of the
Warrants  if and so long as any shares of the same class shall be listed on such
national securities exchange or automated quotation system.

II. Adjustments to Warrants

      2.1 Stock Splits and Combinations. If the Company shall combine all of its
outstanding  shares of Common Stock into a smaller number of shares,  the number
of Warrant Shares shall be  proportionately  decreased and the Exercise Price in
effect immediately prior to such combination shall be proportionately increased,
as of the  effective  date of such  combination,  as follows:  (a) the number of
Warrant  Shares  purchasable  immediately  prior to the  effective  date of such
combination  shall be adjusted so that the Holder of the Warrants,  if exercised
on or after  that date,  shall be  entitled  to  receive  the number and kind of
Warrant  Shares  which the  Holder of the  Warrants  would  have  owned and been
entitled  to  receive  as a result  of the  combination  had the  Warrants  been
exercised  immediately  prior to that date, and (b) the Exercise Price in effect
immediately  prior to such  adjustment  shall be  adjusted by  multiplying  such
Exercise Price by a fraction,  the numerator of which is the aggregate number of
shares of Common Stock  purchasable  upon  exercise of the Warrants  immediately
prior to such  adjustment,  and the denominator of which is the aggregate number
of shares of Common Stock purchasable upon exercise of this Warrants immediately
thereafter.  If the Company  shall  subdivide all of its  outstanding  shares of
Common Stock, the number of Warrant Shares shall be proportionally increased and
the Exercise Price in effect prior to such subdivision shall be  proportionately
decreased,  as of the effective date of such  subdivision,  as follows:  (a) the
number  of  Warrant  Shares  purchasable  upon  the  exercise  of  the  Warrants
immediately prior to the effective date of such  subdivision,  shall be adjusted
so that the Holder of the Warrants, if exercised on or after that date, shall be
entitled  to receive the number and kind of Warrant  Shares  which the Holder of
the  Warrants  would have owned and been  entitled to receive as a result of the
subdivision had the Warrants been exercised  immediately prior to that date, and
(b) the Exercise Price in effect  immediately  prior to such adjustment shall be
adjusted by multiplying the Exercise Price by a fraction, the numerator of which
is the aggregate  number of shares of Common Stock  purchasable upon exercise of
the Warrants immediately prior to such adjustment,  and the denominator of which
is the aggregate  number of shares of Common Stock  purchasable upon exercise of
the Warrants immediately thereafter.

      2.2 Stock Dividends and  Distributions.  If the Company shall fix a record
date for the holders of its Common Stock entitled to receive a dividend or other
distribution  payable in additional  shares of Common Stock,  then the number of
Warrant  Shares shall be  proportionately  increased  and the Exercise  Price in
effect  prior to the time of such  issuance  or the  close of  business  on such
record date shall be proportionately decreased, as of the time of such issuance,
or in the event such record  date is fixed,  as of the close of business on such
record  date,  as

<PAGE>

follows:  (a) the number of Warrant Shares purchasable  immediately prior to the
time of such  issuance  or the close of  business  on such  record date shall be
adjusted so that the Holder of the Warrants, if exercised after that date, shall
be entitled to receive the number and kind of Warrant Shares which the Holder of
the  Warrants  would have owned and been  entitled to receive as a result of the
dividend or distribution  had the Warrants been exercised  immediately  prior to
that  date,  and (b) the  Exercise  Price in  effect  immediately  prior to such
adjustment  shall be adjusted by multiplying  such Exercise Price by a fraction,
the  numerator  of which is the  aggregate  number of  shares  of  Common  Stock
purchasable upon exercise of the Warrants  immediately prior to such adjustment,
and the  denominator of which is the aggregate  number of shares of Common Stock
purchasable upon exercise of the Warrants immediately thereafter.

      2.3 Other Dividends and  Distributions.  If the Company shall fix a record
date for the  holders of Common  Stock  entitled  to receive a dividend or other
distribution  payable in  securities  of the Company other than shares of Common
Stock,  then lawful and adequate  provision  shall be made so that the Holder of
the Warrants shall be entitled to receive upon exercise of the Warrants, for the
applicable  exercise price in effect prior thereto, in addition to the number of
Warrant Shares immediately  theretofore  issuable upon exercise of the Warrants,
the kind and number of  securities  of the Company  which the Holder  would have
owned and been entitled to receive had the Warrants been  exercised  immediately
prior to that date.

      2.4  Reclassification,  Exchange and Substitution.  If the Common Stock is
changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than by
a subdivision or  combination  of shares or stock dividend or a  reorganization,
merger,  consolidation  or sale of assets provided for elsewhere in this Article
II), then the Holder of the Warrants  shall be entitled to receive upon exercise
of the Warrants, in lieu of the Warrant Shares immediately  theretofore issuable
upon exercise of the Warrants,  for the aggregate exercise price in effect prior
thereto,  the kind and  amount  of  stock  and  other  securities  and  property
receivable upon such recapitalization,  reclassification or other change, by the
holders of the  number of shares of Common  Stock for which the  Warrants  could
have been exercised immediately prior to such recapitalization, reclassification
or other change (in any event,  subject to further  anti-dilution  protection as
provided in this Section 2).

      2.5 Reorganizations, Mergers. Consolidations or Sales of Assets. If any of
the  following   transactions  (each,  a  "Special  Transaction")  shall  become
effective: (a) a capital reorganization, share exchange or exchange offer (other
than a recapitalization,  subdivision, combination, reclassification or exchange
of shares  provided for  elsewhere in this Article II), (b) a  consolidation  or
merger of the Company with and into another entity,  or (c) a sale or conveyance
of all or substantially all of the Company's assets,  then as a condition of any
Special  Transaction,  lawful and adequate  provision  shall be made so that the
Holder of the Warrants shall  thereafter  have the right to purchase and receive
upon  exercise  of the  Warrants,  in lieu  of the  Warrant  Shares  immediately
theretofore issuable upon exercise of the Warrants,  for the applicable exercise
price in effect  immediately  prior to such event,  such shares of stock,  other
securities,  cash or other assets as may be issued or payable in and pursuant to
the terms of such  Special  Transaction  to the  holders of shares for which the
Warrants   could  have  been  exercised

<PAGE>

immediately  prior to such Special  Transaction.  In connection with any Special
Transaction,  appropriate provision shall be made with respect to the rights and
interests  of the Holder of the Warrants to the end that the  provisions  of the
Warrants  (including,  without  limitation,  provisions  for  adjustment  of the
applicable  exercise  price and the number of Warrant  Shares  issuable upon the
exercise of this Warrant),  shall thereafter be applicable,  as nearly as may be
practicable,  to any shares of stock,  other  securities,  cash or other  assets
thereafter  deliverable upon the exercise of the Warrants. The Company shall not
effect any Special  Transaction  unless prior to, or  simultaneously  with,  the
closing  thereof;  the successor  entity and the issuer of the  securities  into
which the Warrants are exercisable  (if other than the Company),  resulting from
such  Special  Transaction,  shall assume by a written  instrument  executed and
mailed by  certified  mail or  delivered  to the Holder of the  Warrants  at the
address of the Holder  appearing on the books of the Company,  the obligation of
the Company or such  successor  corporation to deliver to the Holder such shares
of stock, securities,  cash or other assets, as in accordance with the foregoing
provisions, which the Holder shall have the right to purchase.

      2.6 Notice.  Whenever the Warrants or the number of Warrant  Shares are to
be  adjusted  as  provided  herein,  the  Company  shall  forthwith,  as soon as
reasonably  practicable,  cause to be sent to the  Holder a  notice  stating  in
reasonable  detail the  relevant  facts and any  resulting  adjustments  and the
calculation thereof.

      2.7  Fractional  Interests.  The  Company  shall not be  required to issue
fractions of shares of Common Stock upon the  exercise of the  Warrants.  If any
fraction of a share of Common  Stock would be issuable  upon the exercise of the
Warrants,  the Company shall, upon such issuance,  purchase such fraction for an
amount in cash equal to the  current  value of such  fraction,  computed  on the
basis of the last reported  closing price of the Common Stock on the  securities
exchange or quotation system on which the shares of Common Stock are then listed
or traded,  as the case may be, if any,  on the last  business  day prior to the
date of  exercise  upon which such a sale shall have been  effected,  or, if the
Common Stock is not so listed or traded on an exchange or quotation  system,  as
the Board of Directors of the Company may in good faith determine.

      2.8  Effect of  Alternate  Securities.  If at any time,  as a result of an
adjustment  made  pursuant to this Article II, the Holder of the Warrants  shall
thereafter  become  entitled to receive any securities of the Company other than
shares of Common Stock, then the number of such other securities receivable upon
exercise of the  Warrants  shall be subject to  adjustment  from time to time on
terms as nearly  equivalent as  practicable  to the  provisions  with respect to
shares of Common Stock contained in this Article II.

      2.9 Successive Application.  The provisions of this Article II shall apply
from time to time to  successive  events  covered by this  Article  II. Upon the
occurrence  of any event  contemplated  by this  Article II, all  references  to
Common  Stock,  to the Company  and to other  defined  terms shall be  equitably
adjusted to protect the interests of the Holder.

<PAGE>

      2.10 Other Notices. In case at any time:

            (i) the Company  shall  declare any  dividend  upon the Common Stock
      payable  in shares  of stock of any  class or make any other  distribution
      (including  dividends  or  distributions  payable in cash out of  retained
      earnings) to the holders of the Common Stock;

            (ii)  the  Company  shall  offer  for  subscription  pro rata to the
      holders of the Common Stock any additional shares of stock of any class or
      other rights;

            (iii) there shall be any capital  reorganization of the Company,  or
      reclassification  of the Common Stock, or  consolidation  or merger of the
      Company with or into, or sale of all or  substantially  all its assets to,
      another corporation or entity; or

            (iv)  there  shall  be  a  voluntary  or  involuntary   dissolution,
      liquidation or winding-up of the Company.

Then,  in each such case,  the Company  shall give to the holder of the Warrants
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a  reasonable  approximation  thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up,  as the case may be. Such notice shall be given at least twenty (20)
business days prior to the record date or the date on which the Company's  books
are closed in  respect  thereto.  Failure to give any such  notice or any defect
therein shall not affect the validity of the proceedings  referred to in clauses
(i), (ii), (iii) and (iv) above.

      2.11 Adjustments to Exercise Price.  Notwithstanding  anything herein,  no
adjustment  to the Exercise  Price shall be made with respect to the issuance of
securities by the Company.


III. Exercise

      3.1 Exercise of Warrants.

            (a) The Holder may exercise the  Warrants by (i)  surrendering  this
Warrant  Certificate with the form of exercise notice attached hereto as Exhibit
"A" duly executed by the Holder,  and (ii) making  payment to the Company of the
aggregate Exercise Price for the

<PAGE>

applicable  Warrant  Shares in cash,  by  certified  check or wire  transfer  of
immediately  available funds to an account  designated by the Company.  Upon any
partial exercise of this Warrant,  the Company,  at its expense,  shall promptly
issue to the  Holder  for its  surrendered  Warrant  Certificate  a  replacement
Warrant  Certificate  identical  in all  respects to this  Warrant  Certificate,
except that the number of Warrant Shares shall be reduced accordingly.

            (b)  Notwithstanding  anything in this  Warrant  Certificate  to the
contrary,  in no event shall the Holder of the  Warrants be entitled to exercise
the  Warrants  (or  portions  thereof) if the sum of (i) the number of shares of
Common Stock  beneficially  owned by the holder and its  affiliates  (other than
shares  of Common  Stock  which may be deemed  beneficially  owned  through  the
ownership of the unexercised Warrants and the unexercised or unconverted portion
of any other securities of the Company), and (ii) the number of shares of Common
Stock issuable upon exercise of the Warrants (or portions  thereof) with respect
to which the determination  described herein is being made, would at the time of
exercise result in beneficial ownership by the holder and its affiliates of more
than 4.9% of the  outstanding  shares  of  Common  Stock.  For  purposes  of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i)  of  the  preceding  sentence.  Notwithstanding  anything  to  the  contrary
contained  herein,  the  limitation on exercise of the Warrants set forth herein
may not be amended  without  the  written  consent of the holder  hereof and the
Company.

            (c) Each  person in whose  name any  Warrant  Share  certificate  is
issued upon exercise of the Warrants  shall for all purposes been deemed to have
become the holder of record of the Warrant  Shares for which the  Warrants  were
exercised as of the date of  exercise.  Certificates  for the Warrant  Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Agreement,  shall be delivered  to the holder  hereof  within a reasonable  time
after the Warrants shall have been so exercised.  The  certificates so delivered
shall be in such  denominations  as may be  requested  by the holder  hereof and
shall be  registered  in the name of such  holder or such other name as shall be
designated by such holder.  If the Warrants  shall have been  exercised  only in
part, then, unless the Warrants have expired, the Company shall, at its expense,
at the  time of  delivery  of such  certificates,  deliver  to the  holder a new
Warrant  Certificate  representing  the number of  Warrants  which have not been
exercised.

      3.2 Issuance of Warrant  Shares.  The Warrant  Shares  purchased  shall be
issued to the Holder  exercising the Warrants as of the close of business on the
business day on which all actions and  payments  required to be taken or made by
the  Holder  hereunder  shall have been so taken or made.  Certificates  for the
Warrant  Shares  so  purchased  shall  be  delivered  to the  Holder  as soon as
reasonably practicable after the Warrants are so exercised.

      3.3  Cashless  Exercise.  Notwithstanding  any  provisions  herein  to the
contrary, in lieu of exercising the Warrants by paying the Exercise Price in the
manner set forth in Section 3.1(a),  prior to its expiration pursuant to Section
1.2, the Holder may, by providing  notice  thereof to the Company along with the
Notice of  Exercise,  elect to exercise  the  Warrants  for a reduced  number of
Warrant Shares determined in accordance with the following formula:

<PAGE>

                                   X = Y(A-B)
                                       ------
                                        A

Where:

      X = The number of Warrant Shares to be issued to the Holder.

      Y = The number of Warrant  Shares  purchasable  under the Warrants (at the
      date of such exercise).

      A = The fair market value of one share of Common Stock (or other  security
      for which the Warrants are then exercisable at the date of such exercise).

      B = Exercise Price (as adjusted to the date of such exercise).

            For purposes of this Section 3.3, the "fair market  value" per share
shall be equal to, in the event the Warrants are being exercised at the time the
Company's Common Stock is listed on a national  securities  exchange or admitted
to unlisted trading privileges on any such exchange or listed for trading on the
Nasdaq Stock Market, the average sale price of the Common Stock on such exchange
or system  during the twenty  business  days  immediately  preceding the date of
exercise of the Warrants,  or otherwise  shall be determined in such  reasonable
manner as may be prescribed in good faith by the Company's Board of Directors.


IV. Rights of the Holder

      4.1 No Rights or Liabilities as  Shareholder.  Except as provided  herein,
the Holder shall not, solely by virtue of the Warrants and prior to the issuance
of the Warrant Shares upon due exercise  hereof,  be entitled to any rights as a
shareholder  of the Company.  No provision of this Warrant  Certificate,  in the
absence of affirmative  action by the holder hereof to purchase  Warrant Shares,
and no mere enumeration herein of the rights or privileges of the holder hereof,
shall give rise to any  liability of such holder for the Exercise  Price or as a
shareholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

      4.2 Certain Covenants. The Company will (a) take all such action as may be
necessary or appropriate in order that the Warrant Shares will, upon issuance in
accordance with the terms hereof and the payment of the Exercise Price therefor,
be  duly   authorized,   validly   issued  and   outstanding,   fully  paid  and
non-assessable   and  (b)  use  its  reasonable   efforts  to  obtain  all  such
authorizations,  exemptions or consents from any public  regulatory  body having
jurisdiction  thereof as may be  necessary  to enable the Company to perform its
obligations under the Warrant Certificate. The Company will not, by amendment of
its charter or through any  reorganization,  transfer of assets,  consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the carrying out of all the provisions of this Warrant Certificate and
in the taking of all such action as

<PAGE>

may  reasonably  be  requested by the holder of this Warrant in order to protect
the exercise  privilege of the holder of the Warrants  against dilution or other
impairment,  consistent with the tenor and purpose of this Warrant  Certificate.
Without  limiting  the  generality  of the  foregoing,  the Company (i) will not
increase  the par  value of any  shares  of  Common  Stock  receivable  upon the
exercise of the Warrants above the Exercise Price then in effect,  and (ii) will
take all such  actions  as may be  necessary  or  appropriate  in order that the
Company may validly and  legally  issue fully paid and  nonassessable  shares of
Common  Stock upon the  exercise of the  Warrants in  accordance  with the terms
hereof and payment of the Exercise Price therefor.

V. Loss

      Upon receipt by the Company of evidence  reasonably  satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant Certificate,  and (in
the case of loss, theft or destruction) reasonably satisfactory indemnification,
and upon surrender and  cancellation of the Warrant  Certificate,  if mutilated,
the Company shall immediately  execute and deliver a new Warrant  Certificate of
like tenor and date.


VI. Legend On Warrant Shares

      6.1 Legend. The certificates  representing the Warrant Shares shall bear a
legend substantially similar to the following:

      THE  SECURITIES   OFFERED  HEREBY  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
      SECURITIES ACT OF 1933 OR THE  SECURITIES  LAWS OF ANY STATE AND ARE BEING
      OFFERED  AND  SOLD  IN  RELIANCE  ON  EXEMPTIONS  FROM  THE   REGISTRATION
      REQUIREMENTS  OF THE  SECURITIES ACT OF 1933 AND SUCH LAWS. THE SECURITIES
      ARE SUBJECT TO RESTRICTIONS ON  TRANSFERABILITY  AND RESALE AND MAY NOT BE
      TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933
      AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

VII. Registration Rights

      The Holder shall be entitled to registration  rights pursuant to the terms
of that  certain  Registration  Rights  Agreement  between  the  Company and the
signatories thereto (the "Registration Rights Agreement") of even date herewith.

VIII. Miscellaneous

      8.1 Representations of the Company. The Company represents and warrants to
the Holder as follows:

<PAGE>

            (a) The execution  and delivery of the Warrants and the  performance
by the Company of its  obligations  hereunder  have been duly  authorized by all
necessary  corporate  action  on part of the  Company  in  accordance  with  its
Restated Bylaws and Restated Articles of Incorporation.

            (b) This Warrant Certificate has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable obligation
of the  Company,  enforceable  in  accordance  with its  terms,  except  as such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally,  the  enforcement of creditors'  rights and remedies or by
other equitable principles of general application.

            (c) Upon issuance  thereof in  accordance  with the terms hereof and
payment of the Exercise Price  therefor,  all of the Warrant  Shares will,  upon
issuance,  be duly authorized,  validly issued and  outstanding,  fully paid and
non-assessable,  and free from all taxes,  liens and charges with respect to the
issuance thereof.

            (d) Except for filings under applicable state and federal securities
laws, the Company has obtained all such  authorizations,  exemptions or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations hereunder.

            (e)  There  are no  state  statutes  or other  "anti-takeover"  laws
applicable to the Company, to the issuance of the Warrants by the Company, or to
the issuance of the Warrant  Shares upon  exercise of the  Warrants  which would
have, among other things, the effect of nullifying the transactions contemplated
by this Warrant  Certificate,  or affecting the Holder's  voting rights or other
rights as a shareholder following such exercise, or to the extent there are such
applicable  state  statutes or other  "anti-takeover"  laws, the Company and its
Board of Directors have taken all steps necessary under such statutes or laws to
render them inapplicable to the Company,  the issuance of the Warrants,  and the
issuance of the Warrant Shares upon exercise of this Warrants.

      8.2  Assignment.  The  rights,  obligations  and  duties  of  the  Company
hereunder shall not be assignable or otherwise  transferable by the Company. The
Warrants and the rights  granted to the Holder  hereof are  transferable  by the
Holder,  in  whole or in  part,  upon  surrender  of this  Warrant  Certificate,
together with a properly executed assignment in the form attached hereto, at the
office or agency of the Company.

            If, at the time of the  surrender  of this  Warrant  Certificate  in
connection  with any  exercise,  transfer,  or  exchange  of the  Warrants,  the
Warrants  (or,  in the  case  of  any  exercise,  the  Warrant  Shares  issuable
hereunder), are not registered under the Securities Act of 1933, as amended (the
"Securities  Act") and under  applicable  state securities or blue sky laws, the
Company may require,  as a condition of allowing  such  exercise,  transfer,  or
exchange, (i) that the Holder or transferee of this Warrant, as the case may be,
furnish to the Company a written

<PAGE>

opinion of counsel,  which opinion and counsel are acceptable to the Company, to
the  effect  that such  exercise,  transfer,  or  exchange  may be made  without
registration  under said Act and under  applicable  state securities or blue sky
laws,  (ii) that the holder or transferee  execute and deliver to the Company an
investment letter in form and substance acceptable to the Company and (iii) that
the  transferee  be an  "accredited  investor"  as  defined  in Rule  501(a)  of
Regulation  D  promulgated  under  the  Securities  Act;  provided  that no such
opinion,  letter or status as an  "accredited  investor"  shall be  required  in
connection  with a transfer  pursuant to Rule 144 under the Securities  Act. The
first holder of the Warrants,  by taking and holding the same, represents to the
Company that such holder is acquiring the Warrants for investment and not with a
view to the distribution thereof.

      8.3 Modification.  No term or provision  contained herein may be modified,
amended or waived except by written  agreement or consent signed by the party to
be bound thereby.

      8.4 Binding  Effect and Benefit.  The Warrants  shall inure to the benefit
of, and shall be binding  upon,  the parties  hereto,  their  heirs,  executors,
administrators,  personal representatives,  successors in interest and permitted
assigns.

      8.5 Further  Assurances.  Company agrees that from time to time hereafter,
upon request,  it will, at its sole expense,  execute,  acknowledge  and deliver
such other  instruments  and  documents  and take such further  action as may be
reasonably necessary to carry out the intent of the Warrants.

      8.6 Governing Law: Waiver of Jury Trial. THIS WARRANT CERTIFICATE SHALL BE
INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF  ARKANSAS.  AS PART OF THE  CONSIDERATION  FOR NEW  VALUE  THIS DAY
RECEIVED,  THE  COMPANY  HEREBY  CONSENTS  TO THE  JURISDICTION  OF ANY STATE OR
FEDERAL  COURT  LOCATED IN LITTLE  ROCK,  ARKANSAS.  EACH OF THE COMPANY AND THE
HOLDER HEREBY IRREVOCABLY AND  UNCONDITIONALLY  WAIVES TRIAL BY JURY IN ANY SUIT
OR PROCEEDING ARISING OUT OF OR RELATED TO THE WARRANTS.  THE COMPANY WAIVES ANY
OBJECTION  WHICH THE COMPANY MAY HAVE BASED ON LACK OF  JURISDICTION OR IMPROPER
VENUE OR FORUM NON CONVENIENS TO ANY SUIT OR PROCEEDING INSTITUTED BY THE HOLDER
UNDER THE  WARRANTS  IN ANY STATE OR  FEDERAL  COURT  LOCATED  IN  ARKANSAS  AND
CONSENTS  TO THE  GRANTING  OF SUCH  LEGAL  OR  EQUITABLE  RELIEF  AS IS  DEEMED
APPROPRIATE BY THE COURT.  NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE
HOLDER TO BRING ANY ACTION OR PROCEEDING  AGAINST THE COMPANY OR ITS PROPERTY IN
THE COURTS OF ANY OTHER  JURISDICTION WHICH HAS JURISDICTION OVER THE COMPANY OR
ITS PROPERTY.

      8.7 Incorporation by Reference.  All exhibits and documents referred to in
this agreement shall be deemed  incorporated  herein by any reference thereto as
if fully set out.

<PAGE>

      8.8  Counterparts.   This  agreement  may  be  executed  in  one  or  more
counterparts (all counterparts together reflecting the signature of all parties)
each of which  shall be  deemed an  original,  and all of which  together  shall
constitute one and the same instrument.

      8.9  Consent to  Jurisdiction  and  Service  of  Process.  Company  hereby
irrevocably  (i)  consents  to the  jurisdiction  of the  courts of the State of
Arkansas and of any federal  court  located in Arkansas in  connection  with any
action or proceeding arising out of or relating to this agreement,  or any other
document or exhibit  relating  hereto or delivered in  connection  therewith and
(ii) consents that service of legal process in any such action or proceeding may
be  made  in any  manner  permitted  by the  rules  of  practice  and  procedure
applicable to such courts.

      8.10 Survival of Agreements.  All agreements,  covenants,  representations
and  warranties  contained  herein  or made in  writing  by or on  behalf of the
Company in connection with the  transactions  contemplated  hereby shall survive
the execution and delivery of this Warrant.

      8.11 Headings and Captions. Subject headings and captions are included for
convenience  purposes  only and  shall not  affect  the  interpretation  of this
agreement.

      8.12  Notice.  All  notices,  requests,  demands and other  communications
permitted or required hereunder shall be in writing, and either (i) delivered in
person,  (ii) sent by express mail or other overnight delivery service providing
receipt of  delivery,  (iii) mailed by certified  or  registered  mail,  postage
prepaid,  return  receipt  requested  or (iv) sent by telex,  telegraph or other
facsimile transmission as follows:

            If to Company addressed or delivered in person to:

                     Williams & Anderson LLP
                     Re: Cytomedix, Inc.
                     111 Center St., 22nd Floor
                     Little Rock, AR 72201
                     Facsimile: (501) 372-6453

            If to the Holder, addressed or delivered in person to:

or to such other  address as either party may  designate by notice in accordance
with this Section.

      Any such notice or communication,  if given or made by prepaid, registered
or certified mail or by recorded express delivery,  shall be deemed to have been
made when  actually  received,  but not later than three (3) business days after
the same was properly  posted or given to such express  delivery  service and if
made properly by telex, telecopy or other facsimile  transmission such notice or
communication shall be deemed to have been made at the time of dispatch.

<PAGE>

      8.13  Severability.  If any  portion of this  agreement  is held  invalid,
illegal or unenforceable, such determination shall not impair the enforceability
of the remaining terms and provisions herein, which may remain effective, and to
this end this agreement is declared to be severable.

      8.14 Time for  Performance.  This Warrant  Certificate  shall be issued as
soon as practicable  after the Confirmation of the Plan of Reorganization by the
Bankruptcy Court.

      8.15  Waiver.  No waiver of a default,  breach or other  violation  of any
provision  of this  agreement  shall  operate or be construed as a waiver of any
subsequent default,  breach or other violation or limit or restrict any right or
remedy  otherwise  available.  No delay or omission on the part of the Holder to
exercise any right or power arising by reason of a default shall impair any such
right or power or  prevent  its  exercise  at any time  during  the  continuance
thereof

      8.16 Gender and Pronouns.  Throughout this agreement,  the masculine shall
include the feminine and neuter and the  singular  shall  include the plural and
vice versa as the context requires.

      8.17 Entire  Agreement.  This Warrant  Certificate  constitutes the entire
agreement of the parties and supersedes any and all other prior agreements, oral
or written, with respect to the subject matter contained herein.

      8.18  Remedies.  The  Company  acknowledges  that  a  breach  by it of its
obligations  hereunder will cause  irreparable harm to the Holder,  by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly,  the
Company  acknowledges  that the  remedy at law for a breach  of its  obligations
under this Warrant  Certificate will be inadequate and agrees, in the event of a
breach or  threatened  breach by the Company of the  provisions  of this Warrant
Certificate,  that the  holder  shall be  entitled,  in  addition  to all  other
available  remedies  at  law or in  equity,  and in  addition  to the  penalties
assessable  herein, to an injunction or injunctions  restraining,  preventing or
curing any breach of this Warrant  Certificate and to enforce  specifically  the
terms and provisions thereof, without the necessity of showing economic loss and
without any bond or other security being required.

      IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to be
duly executed and delivered as of the ________ day of _______________, 2002.


                                             CYTOMEDIX, INC.


                                             By: /s/ Kent T. Smith
                                                 -------------------------
                                                 Kent T. Smith, President