Exhibit 10.6

                          REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION  RIGHTS AGREEMENT (this  "Agreement"),  dated this _____
day of ____________, 2002, by and among CYTOMEDIX, INC., a Delaware corporation,
(the  "Company"),  and each of the  undersigned  together  with any  assignee or
transferee  of  all of  their  respective  registration  rights  hereunder  (the
"Investors").

      WHEREAS:

      A. In connection with the Subscription  Agreement by and among the parties
hereto of even date herewith  (the  "Subscription  Agreement"),  the Company has
agreed, upon the terms and subject to the conditions contained therein, to issue
and sell to the Investors (i) shares of the Company's  common stock (the "Common
Stock"),  and (ii) warrants  which include those  designated as Class A Warrants
and Class B Warrants  (collectively  the "Warrants") to acquire shares of Common
Stock,  upon the  terms  and  conditions  and  subject  to the  limitations  and
conditions  set forth in the Class A  Warrant  Certificates  and Class B Warrant
Certificates; and

      B. To induce  the  Investors  to  execute  and  deliver  the  Subscription
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable state securities laws;

      C. For the benefit of the Company and the  Investors,  each  Investor  has
agreed not to sell certain  shares of the  Company's  Common Stock for a certain
period of time after registration.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which  are  hereby  acknowledged,  the  Company  and each of the
Investors hereby agree as follows:

            1. DEFINITIONS.

            As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

            (a)  "Investors"  means the initial  investors and any transferee or
assignee  who agrees to become  bound by the  provisions  of this  Agreement  in
accordance with Section 9 hereof

            (b)  "register,"   "registered,"  and  "registration"   refer  to  a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements  in  compliance  with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration  Statement by the United States Securities and Exchange  Commission
(the "SEC").

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            (c) "Registrable Securities" means the shares of Common Stock issued
or the shares of Common Stock  issuable upon exercise of the Warrants  ("Warrant
Shares")  and any shares of Common  Stock issued or issuable as a dividend on or
in exchange for or otherwise  with  respect to any of the  foregoing,  provided,
that any shares of Common Stock which have been sold pursuant to a  Registration
Statement or which may be sold without  registration  or restriction  (including
volume limitations) shall cease to be Registrable Securities hereunder.

            (d) "Registration  Statement" means a registration  statement of the
Company under the 1933 Securities Act.

            2. REGISTRATION.

            a. As soon as practicable, following the confirmation of the Plan of
Reorganization  by the  bankruptcy  court  ("Confirmation"),  the Company  shall
prepare and file with the SEC a  Registration  Statement  covering the resale of
the  Registrable  Securities  issued or issuable  pursuant  to the  Subscription
Agreement.  The  Company  shall  use its  reasonable  best  efforts  to file the
Registration Statement within 180 days of Confirmation.

            b. Before  filing a  Registration  Statement  or  prospectus  or any
amendments or supplements  thereto, the Company shall furnish copies of all such
documents  proposed  to  be  filed,  to  the  Investor,   its  counsel  and  the
representative  of the  underwriters,  if any,  as  reasonably  requested.  Such
documents  will be subject to the review and comment (none of which comments the
Company will have an obligation to accept) of the Investor,  its counsel and the
representative of the underwriters, if any. The Company shall not be required to
file any  registration  statement or prospectus or any amendments or supplements
thereto to which the  representative  of the  underwriters,  if any,  reasonably
shall object on a timely basis.

            c. The  Registration  Statement,  to the extent  allowable under the
1933 Act and the rules and regulations promulgated thereunder,  shall state that
such Registration  Statement also covers such indeterminate number of additional
shares of Common Stock as may become  issuable upon exercise of the Warrants (i)
to prevent  dilution  resulting  from stock splits,  stock  dividends or similar
transactions  or (ii) by reason of changes in the exercise price of the Warrants
in accordance with the terms thereof.  The Company  acknowledges that the number
of shares initially  included in the  Registration  Statement shall represent no
less than a good faith  estimate of the maximum  number of shares  issuable upon
exercise of the Warrants when added to the actual shares of Common Stock issued.

            d. If at any time  from  and  after  the  date of this  Registration
Rights Agreement, the Company proposes to register any offering of shares of its
capital stock under the  Securities  Act, the  Registrable  Securities  shall be
included in the offering covered by the Registration Statement.

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      3. OBLIGATIONS OF THE COMPANY.

      In connection with the  registration of the  Registrable  Securities,  the
Company shall have the following obligations:

            a. The  Company  shall  prepare  and file  with the SEC,  as soon as
practicable,  a Registration Statement with respect to the number of Registrable
Securities  provided in Section  2(c),  and  thereafter  use its best efforts to
cause such Registration  Statement relating to Registrable  Securities to become
effective  as soon as possible  after such  filing.  The Company  shall keep the
Registration  Statement  effective  pursuant to Rule 415 at all times until such
date  as is  the  earlier  of (i)  the  date  on  which  all of the  Registrable
Securities have been sold and (ii) the date on which the Registrable  Securities
(in the  opinion of counsel to the  Investors)  may be  immediately  sold to the
public without  registration or restriction  (including without limitation as to
volume by each holder thereof) under the 1933 Act (the  "Registration  Period").
The Registration  Statement (including any amendments or supplements thereto and
prospectuses  contained  therein)  shall not contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein,  in light of the circumstances,  under
which they were made, not misleading.

            b. The Company shall  prepare and file with the SEC such  amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statements  and  the  prospectus  used  in  connection  with  the   Registration
Statements as may be necessary to keep the Registration  Statements effective at
all times during the Registration  Period, and, during such period,  comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities of the Company  covered by the  Registration  Statements
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the Registration Statements.

            c. The Company  shall  furnish to each  Investor  whose  Registrable
Securities are included in a  Registration  Statement such number of copies of a
prospectus,   including  a  preliminary  prospectus,   and  all  amendments  and
supplements  thereto and such other  documents as such  Investor may  reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned by such Investor in accordance with the Registration Statement.

            d. The Company shall register or qualify the Registrable  Securities
under  such  other  securities  or blue  sky laws of such  jurisdictions  as the
Investor reasonably shall request.  However, the Company shall not be obligated,
by reason  thereof,  to qualify  as a foreign  corporation  or file any  general
consent to service of process under the laws of any such jurisdiction or subject
itself to taxation as doing business in any such jurisdiction.

            e.  The  Company  will  promptly  respond  to any and  all  comments
received from the SEC (which  comments  shall  promptly be made available to the
Investors upon request,  unless they relate to information for which the Company
has  sought   confidential   treatment),   with  a  view  towards  causing  each
Registration  Statement or any amendment thereto to be declared effective by the
SEC as soon as practicable,  shall promptly file an acceleration request as soon
as

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practicable  following  the  resolution  or clearance of all SEC comments or, if
applicable,  following  notification  by the  SEC  that  any  such  Registration
Statement or any amendment thereto will not be subject to review, shall promptly
file with the SEC a final prospectus as soon as practicable following receipt by
the  Company  from  the SEC of an order  declaring  the  Registration  Statement
effective.

            f. The Company may enter into an underwriting  agreement which shall
be  similar  in form,  scope  and  substance  as is  customary  in  underwritten
offerings,  and may take all such other actions in connection therewith in order
to expedite or facilitate the  disposition of the  Registrable  Securities.  The
Company shall select the  underwriter  or  underwriters  to be engaged and shall
designate the  representative,  if any, of the underwriters so engaged.  In such
connection,  the Company shall make such  representations  and warranties to the
underwriters  with  respect to the  business of the  Company,  the  registration
statement,  the prospectus and the documents,  if any, incorporated or deemed to
be  incorporated  by reference in the  registration  statement,  in each case in
form,  substance and scope as are customarily made by issuers to underwriters in
underwritten  (initial or secondary,  as  applicable)  offerings and confirm the
same if an when requested.  The Company shall also obtain opinions of counsel to
the Company and updates thereof,  which counsel and opinions (in form, scope and
substance)  shall  be  reasonably  satisfactory  to  the  representative  of the
underwriters.

            g. The Company shall use its best efforts to prevent the issuance of
any  stop  order  or  other  suspension  of  effectiveness  of any  Registration
Statement,  and, if such an order is issued,  to obtain the  withdrawal  of such
order at the  earliest  possible  moment and to notify each  Investor  who holds
Registrable Securities being sold (or, in the event of an underwritten offering,
the  managing  underwriters)  of the  issuance of such order and the  resolution
thereof.

            h. The Company shall make  available for  inspection by any Investor
or Investor's  counsel,  or any  underwriter  participating  in any  disposition
pursuant  to a  Registration  Statement  (collectively,  the  "Inspectors")  all
pertinent  financial and other records,  and pertinent  corporate  documents and
properties of the Company (collectively,  the "Records"), as shall be reasonably
deemed  necessary by each Inspector to enable each Inspector to exercise its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for purposes of such due diligence; provided, however, that each Inspector shall
hold in confidence and shall not make any disclosure  (except to an Investor) of
any Record or other information which the Company determines in good faith to be
confidential,  and of which determination the Inspectors are so notified, unless
(a)  the  disclosure  of such  Records  is  necessary  to  avoid  or  correct  a
misstatement or omission in any Registration Statement,  (b) the release of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court or
government  body  of  competent  jurisdiction,  or (c) the  information  in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other  agreement.  The Company shall not be required
to disclose any confidential  information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and substance  satisfactory to the Company).  Each Inspector agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body of competent  jurisdiction  or through other

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means, give prompt notice to the Company and allow the Company,  at its expense,
to  undertake  appropriate  action  to  prevent  disclosure  of,  or to obtain a
protective order for, the Records deemed confidential. Nothing herein (or in any
other  confidentiality  agreement between the Company and any Investor) shall be
deemed to limit the  Investor's  ability  to sell  Registrable  Securities  in a
manner which is otherwise consistent with applicable laws and regulations.

            i.  The  Company  shall as soon as  practicable  (i)  cause  all the
Registrable  Securities  covered by the  Registration  Statement to be listed on
each  national  securities  exchange  on which  securities  of the same class or
series  issued by the  Company are then  listed,  if any, if the listing of such
Registrable  Securities is then permitted  under the rules of such exchange,  or
(ii) to the  extent  the  securities  of the same  class or series  are not then
listed on a national securities exchange,  secure the designation and quotation,
of all the  Registrable  Securities  covered by the  Registration  Statement  on
Nasdaq or, if not  eligible for Nasdaq,  on Nasdaq  SmallCap or, if not eligible
for Nasdaq or Nasdaq SmallCap, on the Over-The-Counter  Bulletin Board ("OTCBB")
or the Pink Sheets,  LLC ("Pink Sheets") and, without limiting the generality of
the  foregoing,  to arrange for at least two market  makers to register with the
National  Association of Securities Dealers,  Inc. ("NASD") as such with respect
to such Registrable Securities.

            j. The Company shall provide a transfer agent and  registrar,  which
may be a single  entity,  for the  Registrable  Securities  not  later  than the
effective date of the Registration Statement.

            k.  The  Company  shall   cooperate  with  the  Investors  who  hold
Registrable   Securities   being  offered  and  the  managing   underwriter   or
underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates (not bearing any restrictive legends) representing shares of Common
Stock and enable such  certificates to be in such  denominations or amounts,  as
the case may be, as the managing  underwriter  or  underwriters,  if any, or the
Investors may  reasonably  request and  registered in such names as the managing
underwriter or underwriters,  if any, or the Investors may request.  The Company
shall deliver, and shall cause legal counsel selected by the Company to deliver,
to the  transfer  agent  for the  Registrable  Securities  (with  copies  to the
Investors  whose  Registrable  Securities  are  included  in  such  Registration
Statement) an instruction  that certain  shares have been  registered and may be
transferred upon release from the lock-up provision (as defined in paragraph 8).

      4. OBLIGATIONS OF THE INVESTORS.

      In connection with the  registration of the  Registrable  Securities,  the
Investors shall have the following obligations:

            a. It shall  be a  condition  precedent  to the  obligations  of the
Company to complete the registration  pursuant to this Agreement with respect to
the  Registrable  Securities of a particular  Investor that such Investor  shall
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such

<PAGE>

Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably  request.  At least five (5) business
days prior to the first anticipated  filing date of the Registration  Statement,
the Company shall notify each Investor of the information  the Company  requires
from each such Investor.

            b. Each Investor,  by such Investor's  acceptance of the Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statements  hereunder,  unless such Investor has notified the Company in writing
of such  Investor's  election  to  exclude  all of such  Investor's  Registrable
Securities  from the  Registration  Statements,  except to the  extent  any such
requested information is required by the SEC or by applicable law to be included
in any such Registration Statement.

            c. In the event,  the Company  decides to engage the  services of an
underwriter,  each  Investor  agrees to enter into and perform  such  Investor's
obligations  under an  underwriting  agreement,  in usual  and  customary  form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations,  with the managing underwriter of such offering and take such other
actions as are  reasonably  required  in order to  expedite  or  facilitate  the
disposition of the Registrable Securities, unless such Investor has notified the
Company in writing of such Investor's election to exclude all of such Investor's
Registrable Securities from such Registration Statement.

            d. Each  Investor  agrees that,  upon receipt of any notice from the
Company of the happening of any event  described in Section 3(g),  such Investor
will immediately  discontinue  disposition of Registrable Securities pursuant to
the  Registration  Statement  covering such  Registrable  Securities  until such
Investor's receipt of the copies of the supplemented or amended  prospectus.  If
so directed by the Company,  such Investor  shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate  of
destruction)  all  copies  in  such  Investor's  possession,  of the  prospectus
covering  such  Registrable  Securities  current  at the time of receipt of such
notice.

            e. No Investor  may  participate  in any  underwritten  registration
hereunder  unless such Investor (i) agrees to sell such  Investor's  Registrable
Securities on the basis provided in any  underwriting  arrangements in usual and
customary  form  entered into by the Company,  (ii)  completes  and executes all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements,  and (iii)  agrees to pay its pro rata  share of all  underwriting
discounts  and  commissions  and any expenses in excess of those  payable by the
Company pursuant to Section 5 below.

<PAGE>

      5. EXPENSES OF REGISTRATION.

      All reasonable expenses (other than underwriting discounts and commissions
and  stock  transfer  taxes,  if any,  and  such  fees  for  counsel,  printing,
registration  and other fees as state  securities  officials  may  require  that
holders of shares pay) including, without limitation, all registration,  listing
and qualification fees, printers and accounting fees, the fees and disbursements
of counsel for the Company, shall be paid by the Company.


      6. INDEMNIFICATION.

            a. To the extent permitted by law, the Company will indemnify,  hold
harmless  and defend (i) each  Investor who holds such  Registrable  Securities,
(ii) the directors, officers, partners and each person who controls any Investor
within the meaning of the 1933 Act or the  Securities  Exchange Act of 1934,  as
amended (the "1934 Act"),  if any, (iii) any underwriter (as defined in the 1933
Act) for the Investors, and (iv) the directors,  officers,  partners,  employees
and each person who controls any such underwriter within the meaning of the 1933
Act or the 1934 Act, if any (each, an "Indemnified  Person"),  against any joint
or several  losses,  claims,  damages,  liabilities  or expenses  (collectively,
together  with  actions,   proceedings   or  inquiries  by  any   regulatory  or
self-regulatory  organization,  whether  commenced  or  threatened,  in  respect
thereof,  "Claims")  to which any of them may  become  subject  insofar  as such
Claims  arise out of or are based  upon:  (i) any  untrue  statement  or alleged
untrue statement of a material fact in a Registration  Statement or the omission
or alleged  omission to state  therein a material  fact required to be stated or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made,  not  misleading;  (ii) any  untrue  statement  or alleged
untrue  statement of a material fact contained in any preliminary  prospectus if
used prior to the effective date of such Registration Statement, or contained in
the final  prospectus  (as amended or  supplemented,  if the  Company  files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state  therein any material  fact  necessary to make the  statements
made therein,  in light of the circumstances  under which the statements therein
were made, not  misleading;  or (iii) any violation or alleged  violation by the
Company  of the 1933  Act,  the 1934  Act,  any other  law,  including,  without
limitation,  any state  securities  law,  or any rule or  regulation  thereunder
relating to the offer or sale of the Registrable  Securities (the matters in the
foregoing  clauses (i) through  (iii) being,  collectively,  "Violations").  The
Company shall reimburse the Indemnified  Person for any reasonable legal fees or
other reasonable  expenses incurred by them in connection with  investigating or
defending any such Claim, subject to section 6(c).  Notwithstanding  anything to
the contrary contained herein, the  indemnification  agreement contained in this
Section  6(a):  (i) shall not apply to a Claim  arising  out of or based  upon a
Violation  which  occurs in reliance  upon and in  conformity  with  information
furnished in writing to the Company by any Indemnified Person or underwriter for
such Indemnified  Person expressly for use in connection with the preparation of
such Registration Statement or any such amendment thereof or supplement thereto,
if such prospectus was timely made available by the Company  pursuant to Section
3(c) hereof (ii) shall not apply to amounts paid in  settlement  of any Claim if
such  settlement is effected  without the prior written  consent of the Company,
which  consent  shall not be  unreasonably  withheld;  (iii) with respect to any
preliminary  prospectus,  shall

<PAGE>

not inure to the benefit of any Indemnified  Person,  if the untrue statement or
omission of material fact contained in the preliminary  prospectus was corrected
on a timely basis in the prospectus,  as then amended or supplemented,  and such
corrected   prospectus  was  timely  made  available  by  the  Company  and  the
Indemnified  Person was  promptly  advised in writing  not to use the  incorrect
prospectus  prior to the use giving  rise to a  Violation  and such  Indemnified
Person,  notwithstanding  such  advice,  used it,  and (iv) in the case of gross
negligence or willful misconduct by such Investor.


            b. In  connection  with  any  Registration  Statement  in  which  an
Investor is participating, each such Investor agrees to indemnify, hold harmless
and defend, to the same extent and in the same manner set forth in Section 6(a),
the  Company,  each  of its  directors,  each  of its  officers  who  signs  the
Registration Statement, each person, if any, who controls the Company within the
meaning  of the  1933  Act or the  1934  Act,  any  underwriter  and  any  other
stockholder selling securities pursuant to the Registration  Statement or any of
its  directors  or  officers  or any person who  controls  such  stockholder  or
underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and
together with an Indemnified Person, an "Indemnified Party"),  against any Claim
to which any of them may  become  subject,  under the 1933 Act,  the 1934 Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation by
such  Investor,  in each case to the extent (and only to the  extent)  that such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished to the Company by such Investor  expressly for use in connection  with
such Registration  Statement (or prospectus forming a part thereof); and subject
to  Section  6(c) such  Investor  will  reimburse  any  legal or other  expenses
incurred by them in connection with  investigating  or defending any such Claim;
provided,  however,  that the indemnity agreement contained in this Section 6(b)
shall  not  apply  (i) to  amounts  paid  in  settlement  of any  Claim  if such
settlement is effected without the prior written consent of such Investor, which
consent  shall  not be  unreasonably  withheld  and  (ii) in the  case of  gross
negligence or willful  misconduct by the Company;  provided,  further,  however,
that the Investor shall be liable under this Agreement  (including  this Section
6(b) and Section 7) for only that amount as does not exceed the net  proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless of any  investigation  made by or on behalf of such Indemnified Party
and shall  survive the transfer of the  Registrable  Securities by the Investors
pursuant  to Section  9.  Notwithstanding  anything  to the  contrary  contained
herein,  the  indemnification  agreement  contained  in this  Section  6(b) with
respect  to any  preliminary  prospectus  shall not inure to the  benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as then amended or supplemented.

            c. Promptly  after receipt by an  Indemnified  Person or Indemnified
Party  under  this  Section  6 of  notice  of the  commencement  of  any  action
(including any  governmental  action),  such  Indemnified  Person or Indemnified
Party  shall,  if a  Claim  in  respect  thereof  is  to  be  made  against  any
indemnifying  party under this  Section 6, deliver to the  indemnifying  party a
written notice of the commencement  thereof,  and the  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so
desires,  jointly with any other

<PAGE>

indemnifying party similarly  noticed,  to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; provided,  however, that an
Indemnified  Person or lndemnified  Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion of counsel  retained  by the  indemnifying  party,  the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented by such counsel in such  proceeding.  The  indemnifying
party shall pay for only one separate legal counsel for the Indemnified  Persons
or the  Indemnified  Parties,  as  applicable,  and such legal  counsel shall be
selected  by  Investors  holding  at  least  seventy-five  percent  (75%) of the
Registrable Securities included in the Registration Statement to which the Claim
relates (with the approval of at least seventy-five percent (75%) of the Initial
Investors),  if the Investors are entitled to indemnification  hereunder, or the
Company, if the Company is entitled to indemnification hereunder, as applicable.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this Section 6, except to the extent that the indemnifying  party is
actually  prejudiced in its ability to defend such action.  The  indemnification
required  by this  Section 6 shall be made by  periodic  payments  of the amount
thereof  during the course of the  investigation  or defense,  as such  expense,
loss, damage or liability is incurred and is due and payable.

      7. CONTRIBUTION.

      To the extent any  indemnification  by an indemnifying party is prohibited
or  limited  by  law,  the  indemnifying   party  agrees  to  make  the  maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided,  however, that
(i) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section  6, (ii) no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution  from any seller of Registrable  Securities who was not
guilty of such fraudulent  misrepresentation,  and (iii) contribution  (together
with any  indemnification  or other  obligations  under this  Agreement)  by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.

      8. LOCK-UP PROVISION.

      Each Investor  shall be prohibited  from selling  certain shares of Common
Stock  during the lock-up  term.  The lock-up  term shall end on a date ten (10)
months from the date the Registration Statement is declared effective by the SEC
(the  "Effective  Date").  No  shares of Common  Stock  shall be sold  until the
Effective  Date.  On the  Effective  Date,  the Company  shall  release from the
lock-up provision ten percent (10%) of the shares of Common Stock issued to each
investor,  thus allowing  this ten percent of shares to be sold and  authorizing
the transfer  agent to effectuate  such  transfer.  Thereafter,  on each monthly
anniversary  of the Effective  Date,

<PAGE>

the Company shall release from the lock-up  provision an additional  ten percent
(10%) of the  shares of Common  Stock  issued to each  investor.  All  shares of
Common  Stock  whether  issued or issuable  upon  exercise of Warrants  shall be
released  from the  lock-up  provision  no later than ten (10)  months  from the
Effective Date.

      9. REPORTS UNDER THE 1934 ACT.

      With a view to making  available to the Investors the benefits of Rule 144
promulgated  under the 1933 Act or any other  similar rule or  regulation of the
SEC that may at any time permit the investors to sell Registrable  Securities to
the public without registration ("Rule 144"), the Company agrees to:

            a. make and keep public  information  available,  as those terms are
understood and defined in Rule 144 as soon as practicable after Confirmation;

            b.  file  with the SEC in a timely  manner  all  reports  and  other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company remains subject to such  requirements and the filing of such reports
and other documents is required for the applicable provisions of Rule 144; and

            c.  furnish  to  each   Investor  so  long  as  such  Investor  owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company that it has complied  with the reporting  requirements  of Rule 144, the
1933 Act and the 1934 Act,  (ii) a copy of the most recent  annual or  quarterly
report of the  Company  and such other  reports  and  documents  so filed by the
Company,  and (iii) such other  information  as may be  reasonably  requested to
permit  the  Investors  to sell such  securities  pursuant  to Rule 144  without
registration.

      10. AMENDMENT OF REGISTRATION RIGHTS.

      Provisions of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or prospectively), only with written consent of the Company, each of the Initial
Investors  (to  the  extent  such  Initial   Investor  still  owns   Registrable
Securities)  and Investors who hold at least  seventy-five  percent (75%) of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each Investor and the Company.

      11. MISCELLANEOUS.

            a. A person  or  entity  is  deemed  to be a holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

<PAGE>

            b. Any  notices  required or  permitted  to be given under the terms
hereof shall be sent by certified or registered mail (return receipt  requested)
or delivered personally or by courier (including a recognized overnight delivery
service) or by facsimile and shall be effective  five days after being placed in
the mail, if mailed by regular United States mail, or upon receipt, if delivered
personally or by courier (including a recognized  overnight delivery service) or
by  facsimile,  in each  case  addressed  to a  party.  The  addresses  for such
communications shall be unless otherwise notified:

               If to the Company:

               Cytomedix, Inc.
               Eden Tower Plaza
               790 Frontage Road
               Northfield, Illinois 60093
               Attention:  President and Chief Executive Officer

               With copy to:

               Williams & Anderson LLP
               111 Center Street, 22nd Floor
               Little Rock, Arkansas 72201
               Attention:  Peter Kumpe

If to an Investor:  to the address set forth  immediately  below such Investor's
name on the signature pages to the Subscription Agreement.

            c.  Failure of any party to exercise  any right or remedy under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

            d. THIS  AGREEMENT  SHALL BE ENFORCED,  GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF  ARKANSAS,  WITHOUT  REGARD  TO THE
PRINCIPLES  OF  CONFLICT  OF LAWS.  THE  PARTIES  HERETO  HEREBY  SUBMIT  TO THE
EXCLUSIVE  JURISDICTION  OF THE UNITED STATES FEDERAL COURTS LOCATED IN CHICAGO,
ILLINOIS  WITH  RESPECT  TO  ANY  DISPUTE  ARISING  UNDER  THIS  AGREEMENT,  THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
THAT  SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING.  NOTHING  HEREIN SHALL AFFECT ANY PARTY'S  RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW. ALL PARTIES AGREE THAT A FINAL NON-APPEALABLE
JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE

<PAGE>

CONCLUSIVE AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON SUCH JUDGMENT
OR IN ANY OTHER LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE
ARISING UNDER THIS  AGREEMENT  SHALL BE  RESPONSIBLE  FOR ALL FEES AND EXPENSES,
INCLUDING  ATTORNEYS FEES,  INCURRED BY THE PREVAILING  PARTY IN CONNECTION WITH
SUCH DISPUTE.

            e. In the event that any  provision of this  Agreement is invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified  to  conform  with such  statute  or rule of law.  Any
provision  hereof which may prove invalid or  unenforceable  under any law shall
not affect the validity or enforceability of any other provision hereof

            f.  This  Agreement,   the  Subscription  Agreement  (including  all
schedules and exhibits thereto) and the Warrants constitute the entire agreement
among the parties  hereto with respect to the subject matter hereof and thereof.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those set forth or  referred  to herein  and  therein.  This  Agreement  and the
Subscription  Agreement supersede all prior agreements and understandings  among
the parties hereto with respect to the subject matter hereof and thereof

            g. Subject to the  requirements of Section 8 hereof,  this Agreement
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
successors and assigns.

            h. The headings in this  Agreement are for  convenience of reference
only and  shall  not  form  part of,  or  affect  the  interpretation  of,  this
Agreement.

            i. This Agreement may be executed in two or more counterparts,  each
of which shall be deemed an original but all of which shall  constitute  one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party. This Agreement, once executed by
a party, may be delivered to the other party hereto by facsimile transmission of
a copy of this Agreement  bearing the signature of the party so delivering  this
Agreement.

            j.  Each  party  shall  do and  perform,  or  cause  to be done  and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

            k. Except as  otherwise  provided  herein,  all  consents  and other
determinations  to be made by the Investors  pursuant to this Agreement shall be
made by  Investors  at  least  seventy-five  percent  (75%)  of the  Registrable
Securities,  determined  as if all of the Warrants  then  outstanding  have been
converted into Registrable Securities.


            1. The Company  acknowledges  that a breach by it of its obligations
hereunder will cause  irreparable  harm to each Investor by vitiating the intent
and purpose of the transactions  contemplated hereby.  Accordingly,  the Company
acknowledges  that the  remedy at

<PAGE>

law for breach of its  obligations  under this  Agreement will be inadequate and
agrees,  in the event of a breach or threatened  breach by the Company of any of
the provisions  under this Agreement,  that each lnvestor shall be entitled,  in
addition to all other available remedies in 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  Agreement  and to enforce  specifically
the terms and provisions  hereof without the necessity of showing  economic loss
and without any bond or other security being required.

            m. The  language  used in this  Agreement  will be  deemed to be the
language  chosen by the parties to express their mutual intent,  and no rules of
strict construction will be applied against any party.

      IN WITNESS WHEREOF, the Company and the undersigned Initial Investors have
caused this Agreement to be duly executed as of the date first above written.


CYTOMEDIX, INC.                             INVESTOR(S):


/s/ Kent T. Smith                           ____________________________________
By: Kent T. Smith
President and Chief Executive Officer