EXHIBIT 10.20

               CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
             WITH THE SECURITIES AND EXCHANGE COMMISSSION. ASTERISKS
                                DENOTE OMISSIONS.

                              DISTRIBUTOR AGREEMENT

      THIS  AGREEMENT  ("Agreement")  is made and entered into as of this __31__
day of  October,  2005  (hereinafter,  the  "EFFECTIVE  DATE")  by  and  between
Cytomedix,  Inc.  ("CYTOMEDIX"),  416 Hungerford  Drive,  Suite 330,  Rockville,
Maryland  20850,  and  National  Wound  Therapies,  LLC  ("DISTRIBUTOR"),   1771
International Parkway, Suite 121 Richardson, Texas 75081.

      WHEREAS,  Cytomedix is the owner of certain patent and other  intellectual
property rights in the Products; and

      WHEREAS,  due  to  their  unique  nature,  the  Products  require  special
distribution services and post-sale support and service; and

      WHEREAS, Cytomedix wishes to have its Products distributed to the Selected
Facilities  by means of a  distributor  with the ability to promote,  sell,  and
distribute  the  Products,  adequately  train  its  personnel  and the  Selected
Facilities in the use and  application  of the Products,  and provide  post-sale
service and support of the Products; and

      WHEREAS,  the  Distributor  is a  distributor  of medical  products with a
distribution  network  in place  sufficient  to cover the  Selected  Facilities;
Distributor has the ability,  expertise, and desire to promote, sell, distribute
the Products to the Selected Facilities,  adequately train its personnel and the
personnel of the Selected Facilities in the use and application of the Products,
and  provide  post-sale  service and support of the  Products;  and  Distributor
wishes to serve as the distributor  for the Products to the Selected  Facilities
listed in Exhibit "A"; and

      WHEREAS,  Cytomedix and the Distributor  wish to enter into this Agreement
to  provide  a  full,   written   statement  of  their  respective   rights  and
responsibilities under this arrangement.

      NOW,  THEREFORE,  in  consideration  of the  above  recitals,  the  mutual
promises  contained  herein,  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:


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1.    DEFINITIONS.

As used herein, the following terms shall have the meanings set forth below:

      A.    "Selected  Facilities"  shall  mean  those  nursing  homes,  skilled
            nursing,  long-term acute care and inpatient rehabilitation hospital
            facilities  identified in Exhibit "A" and those facilities as may be
            agreed upon by the parties from time to time.

      B.    "MSRP"  shall  mean  Cytomedix's   suggested  retail  price  of  the
            Products,  as established and amended by Cytomedix from time to time
            which, in any event,  shall be not less than twice the price charged
            to Distributor.

      C.    "Products" or "Kit(s)" shall mean the  AutoloGel(TM)  Supply Kit and
            other  disposables,  hardware and  reagents as may be developed  and
            improved by Cytomedix from time to time.

      D.    "Term" shall mean the period described in Section 13 hereof.

      E.    "Termination  Date"  shall  mean  December  31,  2009,  unless  this
            Agreement shall be renewed in accordance with Section 13B(ii).

      F.    "Minimum Order Quantity" shall mean those  quantities of Centrifuges
            and Kits described in Exhibit "C".

      G.    "Additional  Products" shall mean any amount of Products  ordered by
            Distributor in excess of the Minimum Order Quantity.

      H.    "Other  Facilities"  shall  mean  nursing  homes,  skilled  nursing,
            long-term  acute  care,  inpatient   rehabilitation   hospitals,  or
            facilities  in which a  physician  or  practitioner  from a Selected
            Facility also provides  services,  other than a Protected  Facility.
            Other Facilities are not Selected Facilities but may become Selected
            Facilities according to the provisions of Section 2.

      I.    "Protected  Facilities"  shall mean any and all  facilities in which
            Cytomedix has granted or shall grant (prior to the  establishment of
            a Selected Facility) to other distributors or agents an exclusive or
            otherwise protected right to sell or distribute products.  Protected
            Facilities are set forth in Exhibit E.


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      J.    "Affiliates"  shall  mean  any  entity  that is owned by or is under
            common ownership with Distributor  where "own" or "ownership"  means
            possession of at least 50% of outstanding voting securities.

2.    APPOINTMENT.

      A. Exclusive  Distributor of Products to the Selected Facilities.  Subject
to the terms and  conditions  contained in this  Agreement,  Cytomedix  appoints
Distributor  as its  independent  and sole  distributor  for the Products to the
Selected  Facilities  with  exclusive  rights  to  purchase  the  Products  from
Cytomedix for resale to the Selected  Facilities for the Term of this Agreement,
and Distributor  hereby accepts such appointment to sell and market the Products
under Cytomedix's name,  logotype,  and trademark.  Distributor's sole authority
shall be to solicit orders for the Products from the Selected  Facilities and to
offer  post-sale  support and service to the Selected  Facilities  in accordance
with the terms of this  Agreement.  Distributor  shall not have the authority to
make any commitments whatsoever on behalf of Cytomedix.  The Selected Facilities
in Exhibit A are  designated  as Selected  Facilities  for the first twelve (12)
months of this  Agreement.  If at the end of the first  year of this  Agreement,
Distributor has provided  Cytomedix with documented  proof that  Distributor has
made a  demonstration  of the  Cytomedix  AutoloGel  Product to at least  Thirty
Percent (30%) of the chains (or their  successors in interest) listed on Exhibit
A, the Selected  Facilities shall remain designated  Selected  Facilities for an
additional  twelve  (12)  months.  If at the  end of the  second  year  of  this
Agreement,  Distributor has provided Cytomedix with documented proof that during
the  first  two  years  of  this  Agreement  that  the  Distributor  has  made a
demonstration of the Cytomedix AutoloGel Product to at least Sixty-Percent (60%)
of the  chains  (or their  successors  in  interest)  listed on  Exhibit  A, the
Selected   Facilities  shall  remain  designated   Selected  Facilities  for  an
additional  twelve  (12)  months.  If at the  end  of the  third  year  of  this
Agreement,  Distributor has provided Cytomedix with documented proof that during
the  first  three  years  of this  Agreement  that  the  Distributor  has made a
demonstration  of the  Cytomedix  AutoloGel  Product to at least  Ninety-Percent
(90%) of the chains (or their  successors in interest)  listed on Exhibit A, the
Selected   Facilities  shall  remain  designated  Selected  Facilities  for  the
remainder of this Agreement.  In any event,  for every Chain (or their successor
in interest) set forth on Exhibit A, for which Distributor has obtained bonafide
sales of Cytomedix  Product,  such Chain (or their  successor in interest) shall
remain a Selected Facility for the entire term of this Agreement. Demonstrations
by Distributor,  sales presentations by Distributor and written documentation of
such shall be provided by Distributor in accordance with Section 4 and Exhibit D
of this Agreement.


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      B. Reserved  Rights.  Distributor  understands  that its exclusive  rights
provided in Section  2.A.  above do not govern  solicitation  of or sales of the
Product to  facilities  other than the Selected  Facilities  including,  but not
limited to, facilities in the same geographic area which may compete with one or
more of the Selected Facilities.  Cytomedix may, in its sole discretion, appoint
or  secure  representation  to  solicit  any  customers  that  are not  Selected
Facilities,  sell the Products to those customers, and provide post-sale service
and support to those customers without violating  Distributor's exclusive rights
in the Selected  Facilities.  The Distributor is approved and authorized to sell
the Product to other customers and/or provide  post-sale  support and service to
customers beyond the Selected Facilities as provided herein.

      C.  Distributor  of Products to Other  Facilities.  Cytomedix  agrees that
Distributor  may accept  orders  from and resell  Products  to Other  Facilities
provided  that the sales to such Other  Facilities do not violate any current or
future  agreement  (made  prior to the  establishment  of a  Selected  Facility)
between  Cytomedix  and any third  party  granting  exclusive  rights to sell or
distribute  Products.  Other  Facilities  shall become  Selected  Facilities  by
Cytomedix  granting express consent;  or upon Distributor  obtaining the sale of
twelve (12) Kits within six (6) months to such Other  Facility,  whereupon  such
Other Facility will become an interim Selected Facility for a period of 180 days
from the date of the sale of the first Kit. That facility will remain a Selected
Facility for as long as Distributor  continues to sell at least twelve (12) Kits
to such facility  every 180 days.  The provision of this Section 2.C.  regarding
loss of status as a Selected  Facility  for failure of  Distributor  to meet the
minimum  sales  requirements  of twelve (12) Kits every six (6) months  shall be
applicable only to the Other Facilities that become Selected Facilities pursuant
to this Section 2.C.

      D.  Distributor and Affiliates  Bound to this  Agreement.  Distributor may
solicit sales  through  Affiliates  in which case such  Affiliates  would become
subject to the terms of this Agreement,  (except the Minimum Ordering  Quantity,
it being  the  intent  that  Distributor's  Affiliates  shall be used to  assist
Distributor in meeting the order requirements).


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3.    SALE OF THE PRODUCTS.

      A.    Prices and Terms of Sale.

            (i)  For  the  Term  of  this  Agreement,  Cytomedix  shall  sell to
      Distributor the  AutoloGel(TM)  Supply Kit and reagents for ***** per kit.
      In the event  Cytomedix  should lower the MSRP,  Cytomedix shall lower the
      price at which it sells the Products to the  Distributor so that the price
      at which Cytomedix sells the Products to Distributor  remains ***** of the
      MSRP. In the event that the cost of production of the AutoloGel(TM) Supply
      Kit including reagents  increases or decreases,  said increase or decrease
      will  be  adequately  documented  and  passed  on to  Distributor  with  a
      concomitant  increase  or  decrease.  In any event,  the price  charged to
      Distributor   shall  be  equal  to  the  lowest  price  charged  to  other
      Distributors servicing similar markets.

            (ii) Distributor shall pay ***** for each  AutoloGel(TM)  Processing
      Unit (the  "Centrifuge"),  and  Distributor  shall be required to purchase
      Centrifuges  from Cytomedix for the Selected  Facilities  where necessary.
      This one-time payment gives Distributor ownership of each Centrifuge.

            (iii) In order to retain exclusivity and non-exclusivity status with
      respect to Selected  Facilities and Other Facilities  described in Section
      2, Distributor shall purchase,  on a semi-annual  basis, from Cytomedix an
      agreed upon  Minimum  Order  Quantity of Kits which is outlined in Exhibit
      "C", defined as the Minimum Order Requirements of Distributor.

            (iv) Cytomedix  shall,  at  Distributor's  option,  ship directly to
      Distributor or a purchasing  customer at the shipping  address provided by
      Distributor.   Cytomedix  shall  provide  Distributor  with  its  delivery
      schedules and its standard  terms and  conditions of sale, as  established
      from time to time.  Distributor  may elect to have  Products  shipped  via
      ground  or air  freight,  but  Distributor  shall be  responsible  for all
      shipping,  handling,  insurance, import duties, taxes, and clearance costs
      relating to its orders of the  Products.  Ownership of the Products  shall
      pass when invoiced  Product is received by  Distributor or its customer in
      acceptable condition.

      B. Initiationt 6 12 of Supply.

<PAGE>

            (i) Upon  execution  of this  Agreement,  Distributor  shall  pay to
      Cytomedix the 50% price of the Minimum Order Quantity for the Products and
      Centrifuges to be supplied during the first three months hereunder. Within
      fifteen  (15)  days of  receipt  of  shipment,  Distributor  will  pay the
      remaining balance. For all months after the third month of this Agreement,
      Distributor  shall pay by the  Fifteenth  (15th) day of each month for the
      Products and Centrifuges following shipment and receipt of an invoice from
      Cytomedix.  Should  Distributor  require Products in excess of the Minimum
      Order Quantity,  Distributor  shall order Additional  Products pursuant to
      the provisions of this section.

            (ii) Upon execution of this  Agreement,  Cytomedix shall provide the
      Minimum Order Quantity to Distributor  for the current month.  Thereafter,
      Cytomedix  shall  supply the Minimum  Order  Quantity on a monthly  basis.
      Cytomedix  shall  deliver  Additional   Products  ordered  by  Distributor
      pursuant to the terms of this section.

      C. Orders.  This Agreement  shall be deemed an order for the Minimum Order
Quantity  as  described  in  Exhibit  "C"  for  the  first  three  months.   The
commencement date for the Minimum Order  requirements  shall be January 1, 2006.
Distributor shall place all other Minimum Order Quantities, including orders for
any Additional Products via the Cytomedix order form two months in advance. Each
order of the  Products,  including  Additional  Products  shall be  governed  by
delivery  schedules and terms and  conditions in effect at the time the order is
accepted by  Cytomedix,  and all  quotations  by  Distributors  shall  contain a
statement  to that  effect.  Cytomedix  shall ship and invoice the  Products and
Additional  Products  on or near the  first of the  month for which the order is
required. Distributor shall pay the invoice by the Fifteenth (15th) of the month
for which the order is  received  by  Distributor.  After the first year of this
Agreement,  Distributor shall pay the invoice within thirty (30) days of receipt
of invoice.

      D. Acceptance.  All orders received from  Distributor  shall be subject to
acceptance by Cytomedix at its principal  office provided that Cytomedix  agrees
to use  commercially  reasonable  best efforts to fulfill  reasonable  orders of
Distributor.

      E. Invoices.  Cytomedix shall render all invoices on shipped Products on a
monthly basis  directly to  Distributor.  Payments  shall be made by Distributor
directly to Cytomedix.  Full  responsibility  for  collection  from the Selected
Facilities rests with Distributor,  and a Customer's  failure to pay Distributor
does not affect Distributor's obligation to pay Cytomedix. Payment shall be made
to Cytomedix by Distributor within fifteen (15) days of the date of the invoice.
After the first year of this Agreement, Distributor shall pay the invoice within
thirty (30) days of receipt of invoice.  Distributor  shall pay late  charges on
all unpaid and overdue  invoices of twelve  percent (12%) per annum or otherwise
the  maximum  rate  permitted  by  applicable  law to be charged  for unpaid and
overdue invoices.


<PAGE>

      F.  Inquiries  from   Customers   other  than  the  Selected   Facilities.
Distributor shall not solicit sales from Protected Facilities, without the prior
written consent of Cytomedix.

      G.  Support.  Distributor  shall  provide  reasonable  sales and  clinical
support to the Selected  Facilities  in order to maintain  and develop  Customer
relationships and promote sales of the Products at its sole expense.

4.    RESPONSIBILITIES OF DISTRIBUTOR.

      A. Necessary  Authorizations.  Distributor  shall acquire and maintain all
licenses,  permits, consents or authorizations necessary to sell the Products to
any and all of the Selected  Facilities.  Distributor shall comply with all laws
and regulations affecting its business during the Term of this Agreement.

      B. Expense of Doing Business.  Distributor  shall bear the entire cost and
expense  of  conducting  its  business  in  accordance  with  the  terms of this
Agreement.  All financial and other  obligations  associated with  Distributor's
business are the sole responsibility of Distributor.

      C.  Facilities.  Distributor  shall  provide  itself  with,  and be solely
responsible for, (i) such facilities,  employees, and business organization, and
(ii) such permits,  licenses,  and other forms of clearance from governmental or
regulatory  agencies,  if any, as are necessary for the conduct of Distributor's
business operations in accordance with this Agreement.

      D.  Promotional   Materials.   All  promotional   materials   utilized  by
Distributor  relating to Cytomedix or the Products shall have the prior approval
of Cytomedix which shall not be withheld unreasonably. Distributor shall not use
any notice, circular, advertisement, letter or any oral or written communication
regarding  Cytomedix or the Products  without the prior  reasonable  approval of
Cytomedix.  In no event shall Distributor make any representation,  guarantee or
warranty concerning the Products or Cytomedix except as expressly and reasonably
authorized by Cytomedix. In no event shall Distributor engage in any promotional
activities that violate any law, rule, or regulation  applicable to Distributor,
Cytomedix or the Products,  Including without  limitation the Federal Food, Drug
and  Cosmetic  Act.  21 U.S.C.  Sec.  321 et seq.,  and the  Federal  Healthcare
Anti-Kickback Law, 42 U.S.C. Sec. 1320a-7b.


<PAGE>

      E. Training.

            (i)  Distributor  shall  be  responsible  for  training  all  of its
      personnel who promote, sell, support and service the Products so that they
      are  knowledgeable  about the Products and can adequately  promote,  sell,
      support  and  service  the  Products  as  required  under this  Agreement.
      Distributor  shall be responsible  for training  appropriate  personnel on
      compliance  with laws  applicable  to the  promotion  and marketing of the
      products,  including  without  limitation  the laws described in Section D
      above.

            (ii)  Distributor  shall be  responsible  for  training the Selected
      Facilities in the use and application of the Products.

            (iii) As provided in Section  5.B.,  Cytomedix  shall  cooperate and
      assist reasonably in effecting the training required by this Section 4.E.

      F. Advising of Changes.  Distributor,  to the best of its knowledge, shall
promptly  advise  Cytomedix  of  (i)  any  changes  in   Distributor's   status,
organization,  key personnel,  and similar matters,  (ii) any changes in the key
personnel, organization, and status of any of the Selected Facilities, (iii) any
change in Distributor's ability to sell Products.

      G. Advising of Changes.  Cytomedix,  to the best of its  knowledge,  shall
promptly  advise   Distributor  of  (i)  any  changes  in  Cytomedix's   status,
organization,  key  personnel  or  similar  matters,  and  (ii) any  changes  in
Cytomedix's ability to sell products.

      H.  Books  and  Records.  Distributor  shall  participate  with  Cytomedix
regarding inquiries,  transactions,  sales and other proceedings relating to the
Products.  Distributor  shall maintain and make available to Cytomedix  accurate
books,  records,  and accounts relating to the sales and revenues of Distributor
with respect to the Products provided to the Distributor. Distributor shall also
maintain a record of any customer  complaints  regarding  either the Products or
Cytomedix and immediately  forward to Cytomedix the information  regarding those
complaints.


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      I. Consulting.  Distributor  shall  participate  with Cytomedix  regarding
quality control and product  performance during the Term of the Agreement.  This
participation shall generally include:

            (i) Review of the sales  practices of competitors  with the identity
      of  such   competitors   identified  and  agreed  upon  by  Cytomedix  and
      Distributor;

            (ii) Advice concerning:

                  (a) pricing and  packaging  of  advertising  sales;  (b) sales
                  promotions;

                  (c) ongoing  supervision  of the sales  effort at the Selected
                  Facilities.

                  (d)  advice   concerning   anything  to  provide   competitive
                  advantage.

      J.  Availability.  Distributor  shall be available for telephone review of
any matters related to this Agreement at reasonable times.

      K.  Recalls.   In  the  event  Cytomedix  recalls  any  Products  sold  by
Distributor,  Distributor  shall  reasonably  assist Cytomedix with such recall.
Cytomedix agrees to give  Distributor  prompt notice in the event that Cytomedix
recalls any  Product,  or ceases or suspends  the sale of any Product due to any
problem which relates to such Product's  efficacy or patient safety. In order to
assist Cytomedix in the event of a recall, Distributor shall maintain a complete
and current listing of the locations of all Products in Distributor's inventory,
and the  names of the  Selected  Facilities  who have  purchased  Products  from
Distributor.

      L.  Disparaging  Comments.  At all times during the Term of this Agreement
and thereafter,  the  Distributor  shall not disparage the name or reputation of
Cytomedix  or the  Products,  and  Cytomedix  shall  not  disparage  the name or
reputation of the Distributor.

      M. Competition.  Distributor agrees not to sell,  promote,  manufacture or
have  manufactured  any products or processes  that are covered by any Cytomedix
patent unless  Distributor is  specifically  licensed to do such under agreement
with Cytomedix.


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      N. Use of Products.  Distributor  understands that this product like other
similar  platelet  gel  therapy  products  are used for  treating  wounds at the
discretion of doctors and other providers under the general norms of practice of
medicine,  but do not have  specific  FDA  approval or  clearance  for  treating
chronic wounds. The individual components used in Cytomedix platelet gel therapy
are  currently  marketed  medical  products from several  manufacturers  who are
subject  to  FDA  regulations  including  those  for  product  notification  and
clearance  and  good  manufacturing   practices  (Quality  System   Regulation).
Distributor also  understands and acknowledges  that each of the components used
in the Products is marketed by other companies and that the Products  constitute
therapies  performed  under the  physicians'  practice of medicine.  Distributor
acknowledges  that  autologous  blood-derived  products for chronic  non-healing
cutaneous wounds, both platelet-derived growth factor in a platelet-poor plasma,
and platelet-rich  plasma (PRP), have been determined  noncovered  nationally by
the  Centers  for  Medicare  and  Medicaid  Services  (CMS).   Distributor  also
understands and  acknowledges  that the rules and regulations  applicable to the
Products  require,  in part,  that no  specific  claims  be made  regarding  the
Products  and that the Products  only be used on or provided to patients  within
the  parameters  of a  legitimate  doctor-patient  relationship  and only at the
doctor's  direction.  Distributor is aware of all other publicly disclosed facts
in the company's SEC filings,  press  releases,  analyst calls and the status of
the  company's  clinical  trials as discussed in  Cytomedix  internet  homepage.
Distributor  agrees to comply  with any and all  regulations  applicable  to its
business,  the Products and the distribution of the Products,  including but not
limited to, regulations at the federal state and local levels and those enforced
by the  Office of the  Inspector  general of the U.S.  Department  of Health and
human Services (HHS,OIG), FDA and state and local health authorities,  including
any prohibitions on making specific claims relating to the Products. Distributor
shall provide itself with, and be solely  responsible  for, (i) such facilities,
employees, and business organization, and (ii) such permits, licenses, and other
forms of clearance  from  governmental  or regulatory  agencies,  if any, as are
necessary  for the conduct of  Distributor's  business  operations in accordance
with this Agreement.

      O.  Presentation  and  Demonstration  of Product to  Selected  Facilities.
Distributor  shall use best  efforts  and good faith to  effectively  market the
Products to the Selected  Facilities  throughout  the term of this  Agreement by
making sales  presentations  and  demonstrations to Selected  Facilities.  These
demonstrations  and sales  presentations  shall be carried  out by  trained  and
qualified  representative  (s) of the  Distributor  as  previously  described in
Section  4.E.  of this  Agreement.  Distributor  shall have met his duty of best
efforts so long as Distributor  submits,  at least  quarterly,  documentation of
each  presentation  and  demonstration  to a Selected  Facility  thereby meeting
eligibility  requirements of Selected  Facilities  pursuant to Section 2 of this
Agreement.


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      P.  Feedback.  Distributor  shall  use best  efforts  to  provide  written
documentation  to Cytomedix of any sales  presentation  and  demonstration  to a
Selected Facility within 15 business days as indicated in Exhibit D.

5.    OBLIGATIONS OF CYTOMEDIX.

      A. Compliance with Laws.  Cytomedix will comply with all federal and state
laws and regulations which govern its business.

      B. Assistance in Promotion and Initial Training.  Cytomedix shall provide,
at its own expense,  and in  reasonable  quantities,  (i) current  marketing and
technical  information   concerning  the  Products,   brochures,   instructional
material,  advertising  literature,  and other  Product  data with a view toward
promoting the sale of the Product to the Selected Facilities; and (ii) up to ten
(10) days of Initial sales  training and initial  instruction  to  Distributor's
personnel  to ensure  proper  administration  and use of the Product  during the
first ninety (90) days of this Agreement; and (iii) reasonable technical support
as needed on an  on-going  basis,  not to exceed five (5) days during any fiscal
quarter.  Any further training or support resources provided by Cytomedix beyond
those described in this Paragraph 5.B. shall be on terms separately  agreed upon
by the parties.

      C. New Products.  Cytomedix  shall inform  Distributor of its new products
which may compete with the Products.  Distributor has the right of first refusal
to act as the distributor to the Selected Facilities of Cytomedix's new products
which may compete with the Products,  upon such terms and conditions,  including
price,  as may be reasonably  agreed to between the parties.  In any event,  the
price to  Distributor  shall be equal to the lowest  price  offered to any other
Distributor.

      D.  Scientific  and  Technical  Information.  Cytomedix  shall  provide to
Distributor  scientific  and  technical  information  available to Cytomedix and
required to obtain  registrations,  licenses,  and permits required for the sale
and  distribution  of  Products  to the  Selected  Facilities,  or to respond to
inquiries  from  the  Selected   Facilities,   or   governmental  or  regulatory
authorities.


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      E.  Technical  Support.  Cytomedix,  at  is  own  expense,  shall  provide
consultation to Distributor in a timely fashion concerning technical aspects and
use of the Products as reasonably requested by Distributor.

      F. Telephone Support Line.  Cytomedix shall provide, at its own expense, a
toll-free  support line available to all of the Selected  Facilities  purchasing
the Products.

6.    PRODUCT WARRANTY AND PRODUCT AVAILABILITY.

      A. Product Warranty. Any warranty for the Products shall run directly from
Cytomedix to the qualified end-user of the Products and pursuant to the warranty
the  qualified  end-user  shall  return  any  allegedly  defective  Products  to
Cytomedix in compliance with Cytomedix return policy.  Distributor shall have no
authority to accept any returned Products.

      B. Product Availability.  Cytomedix shall use commercially reasonable best
efforts to provide Distributor's  requirements for Products in a timely fashion.
Under no  circumstances  shall Cytomedix be responsible to Distributor or anyone
else for its  failure  to fill  accepted  orders  or for its  delay  in  filling
accepted orders,  when such failure or delay is due to strike,  accident,  labor
trouble,  acts of  nature,  freight  embargo,  war,  civil  disturbance,  vendor
problems or any cause beyond Cytomedix's reasonable control. Any delay of thirty
(30) days or more in Cytomedix  supply of Product shall  proportionately  reduce
Distributor's minimum purchase requirements for that ordering period.

7.    AUTOLOGEL(TM) PROCESSING UNITS.

      Cytomedix   shall  provide  to  the  Distributor  an  adequate  supply  of
Centrifuges as previously described in section 3.A.(ii) of this Agreement.

8.    LICENSING RIGHTS AND SUBLICENSING REQUIREMENTS.

      A.  Cytomedix  hereby grants to  Distributor a  non-exclusive  license for
United  States  Patent  No.   6,303,112  and  the   associated   pending  patent
applications to distribute  Products purchased from Cytomedix in accordance with
this Agreement.  Each Kit sold by Distributor shall entitle the facility thereof
to  use  the  Kit  in  performing  a  single  treatment  or  application  of the
AutoloGel(TM) System. For purposes of this Agreement, this limited license grant
is hereinafter  referred to as the "Licensed Patent Rights". The contents of the
Products may not be changed in any manner  whatsoever  without the prior written
consent  of  Cytomedix.  The  contents  of each  Kit  shall be used for a single
treatment  or  application,  and under no  circumstances  may any portion of the
contents of any Kit be used for multiple  treatments or  applications.  Each Kit
covered hereunder shall bear the following legend:


<PAGE>

      THE PURCHASER OF THIS KIT IS  AUTHORIZED BY CYTOMEDIX,  INC., TO USE IT IN
      PERFORMING A SINGLE TREATMENT OR APPLICATION OF THE AUTOLOGEL(TM)  SYSTEM,
      AS DISCLOSED AND CLAIMED IN UNITED STATES PATENT NO.  6,303,112.  NO OTHER
      RIGHTS OR LICENSES WITH RESPECT TO THAT PATENT, THE AUTOLOGEL(TM)  SYSTEM,
      OR ANY OTHER  INTELLECTUAL  PROPERTY  OWNED OR CONTROLLED BY CYTOMEDIX ARE
      GRANTED OR SHALL BE DEEMED GRANTED TO THE PURCHASER HEREOF.

      B.  Distributor  shall not sublicense or assign the Licensed Patent Rights
to any person or entity.  No other  rights or  licenses  not  expressly  granted
herein with respect to the Products or any other intellectual  property owned or
controlled by Cytomedix are granted or shall be deemed  granted to  Distributor.
All rights and licenses  granted to Distributor  hereunder  shall terminate upon
any termination or expiration of this Agreement.  Following  termination of this
Agreement,  Distributor  shall not use or  practice  any  technology  claimed or
covered by the Licensed Patent Rights.

      C. Distributor  undertakes  hereby to safeguard  Cytomedix's  intellectual
property  rights in the Products,  and to  immediately  inform  Cytomedix of any
suspected wrongful use of Cytomedix's Trademark,  patent, and other intellectual
property rights.

9.    INDEPENDENT CONTRACTOR.

      A. Distributor is an independent contractor, and nothing contained in this
Agreement  shall be  construed  to (i) give either party the power to direct and
control the day-to-day  activities of the other,  (ii) constitute the parties as
partners, joint venturers, co-owners or otherwise, or (iii) allow Distributor to
create  or  assume  any  obligation  on  behalf  of  Cytomedix  for any  purpose
whatsoever.  Distributor's  personnel are not employees of Cytomedix and are not
entitled  to  any  employee  benefits.  Distributor  and  its  agents  shall  be
responsible  for paying all income taxes and other taxes charged to  Distributor
on amounts earned hereunder.

      B. Distributor shall clearly indicate in all dealings relating to the sale
of the Products  that it acts as principal  and not as agent for or on behalf of
Cytomedix.  Distributor  shall not incur  liability on behalf of Cytomedix or in
any way  pledge or  purport  to  pledge  Cytomedix's  credit  or enter  into any
contracts that may or purport to be binding upon Cytomedix.


<PAGE>

10.   TRADEMARKS AND TRADE NAMES.

      A. Use.  During  the Term of this  Agreement,  Distributor  shall have the
right  to  indicate  to the  public  that  it is an  authorized  Distributor  of
Cytomedix's Products and to advertise such Products under the trademarks, marks,
and  trade  names  that  Cytomedix  may adopt  from  time to time  ("Cytomedix's
Trademarks").  Nothing  herein  shall grant  Distributor  any right,  title,  or
interest in Cytomedix's Trademarks. Distributor shall not alter or remove any of
Cytomedix's  Trademarks applied to the Products.  At no time during or after the
Term of this Agreement shall Distributor challenge or assist others to challenge
Cytomedix's Trademarks (or other intellectual  property,  including its patents)
or the  registration  thereof or attempt to register  any  trademarks,  marks or
trade names  confusingly  similar to those of  Cytomedix.  If  Distributor  does
engage in such a challenge or assist others in such a challenge,  then Cytomedix
may terminate  this  Agreement and  Distributor  shall  reimburse  Cytomedix for
Cytomedix's costs for defending its trademark,  including  reasonable  attorneys
fees.   Cytomedix   indemnifies  its  Distributor  for  all  authorized  use  of
Cytomedix's Trademarks.

      B.  Approval of  Representations.  (i) All  presentations  of  Cytomedix's
Trademarks that Distributor intends to use shall first be submitted to Cytomedix
for approval (which shall not be unreasonably  withheld) of design,  color,  and
other details or shall be exact copies of those used by Cytomedix;  and (ii) All
presentations  of Distributor's  Trademarks that Cytomedix  intends to use shall
first be submitted to National Wound Therapies, L.L.C. for approval (which shall
not be unreasonably  withheld) of design,  color,  and other details or shall be
exact copies of those used by National Wound Therapies, L.L.C.


<PAGE>

11.   CONFIDENTIALITY.

      A. Confidentiality by Distributor. Distributor acknowledges that by reason
of its  relationship  to  Cytomedix  hereunder  it will have  access to  certain
information and materials  concerning  Cytomedix's  business  plans,  customers,
technology,  and products  that are  confidential  and of  substantial  value to
Cytomedix,  which value would be impaired if such  information were disclosed to
third parties.  Distributor  acknowledges  that Cytomedix has taken  substantial
efforts to maintain the confidentiality of this information.  Distributor agrees
to take all  reasonable  steps to  ensure  that  Distributor's  agents  will not
misappropriate  Cytomedix's confidential information,  including but not limited
to Distributor's compliance with the confidentiality  provisions attached hereto
as Exhibit "B".  Further,  Distributor  agrees that it shall not  disclose  this
Agreement or any of the terms of this  Agreement  (including  but not limited to
the prices and terms of sale  contained in Section 3 of this  Agreement)  to any
person without the written consent of Cytomedix.

      B. Confidentiality by Third Parties.  Distributor agrees that it shall not
use in any way for its own  account or the  account of any third  party any such
confidential information revealed to it by Cytomedix. Distributor agrees that it
shall not disclose any confidential  information to any third party,  other than
such confidential  information  required to be revealed.  Distributor  agrees to
take all reasonable steps to ensure that the facilities will not  misappropriate
Cytomedix's confidential information, including but not limited to Distributor's
providing notice to all facilities of Cytomedix's confidentiality  requirements,
and entering into mandatory  confidentiality  agreements with all the facilities
with access to Cytomedix's confidential information, as a condition which may be
stated on an order form.

      C.  Post-termination.  In the event of  termination  or expiration of this
Agreement,   there  shall  be  no  use  or  disclosure  by  Distributor  of  any
confidential  information of Cytomedix, and Distributor shall not manufacture or
have manufactured any devices,  components or assemblies  utilizing  Cytomedix's
patents,  inventions,  copyrights,  know-how or trade  secrets.  In the event of
termination or expiration of this Agreement, there shall be no use or disclosure
by Cytomedix of any confidential information of Distributor.

12.   COVENANT NOT TO COMPETE.


<PAGE>

      A. Competing Products.  Distributor warrants to Cytomedix that it does not
currently  represent or promote any lines or products  that compete  directly or
indirectly  with the  Products.  During the Term of this  Agreement and eighteen
(18) months thereafter,  Distributor shall not directly or indirectly represent,
promote or otherwise try to sell any lines representing  platelet derived growth
factor products not licensed by Cytomedix or become associated with or obtain an
ownership  interest  in any  enterprise  that does so.  During  the Term of this
Agreement and eighteen (18) months  thereafter,  Distributor  agrees not to take
any action or market any products which may compete with Cytomedix's Products.

      B. Solicitation.

            (i)  Distributor  agrees  that  during  the Term of this  Agreement,
      Distributor will not employ or retain on an independent  contractor basis,
      or solicit for  employment  or for an  independent  contracting  basis any
      person who was, at any time during the immediately  preceding  twelve (12)
      month period, employed by Cytomedix or any of its affiliates, subsidiaries
      or parents.

            (ii)  Cytomedix  agrees  that  during  the  Term of this  Agreement,
      Cytomedix will not employ or retain on an independent contractor basis, or
      solicit for employment or for an independent  contracting basis any person
      who was, at any time during the  immediately  preceding  twelve (12) month
      period, employed by Distributor or any of its affiliates,  subsidiaries or
      parents.

13.   TERM AND TERMINATION.

      A. Term. The Term of this  Agreement  shall commence on the Effective Date
and shall  terminate  on the  Termination  Date,  unless  terminated  earlier as
provided herein.  The commencement date for the Minimum Order Requirements shall
be  January 1, 2006.  Expiration  or  termination  of this  Agreement  shall not
relieve the  Distributor of any obligation  accruing prior to such expiration or
termination.  The  provisions  of  Sections 8, 10, 11, 12, 13, 14 and 15 of this
Agreement shall survive the termination or expiration of this Agreement.


      B. Termination.

            (i) Either party may  terminate  this  Agreement for "Cause" or upon
      "Material Breach" (defined below) of this Agreement by the other party.


<PAGE>

            (ii)  This   Agreement   terminates  on  December  31,  2009,   (the
      "Termination  Date"),  unless extended as provided in this  paragraph.  On
      December 31 of each year, beginning with December 31, 2009, and continuing
      until the  termination  of this Agreement as set forth in this Section 13,
      this Agreement  shall expire unless it is otherwise  renewed in accordance
      with this paragraph. If, on December 31 of each year, there shall exist no
      material  default  under this  Agreement  and the  Distributor  shall have
      achieved  the  distribution  goals  as set  forth  in  Exhibit  "C",  this
      Agreement  shall  be  extended  for an  additional  year  or  until  it is
      otherwise terminated in accordance with the remainder of this Section 13.

            (iii)  If   Cytomedix   terminates   this   Agreement   based   upon
      Distributor's  Material  Breach  (as  defined  below),  or if  Distributor
      terminates  this  Agreement  without  Cause (as defined  below),  then the
      Distributor's  covenants not to compete or solicit contained in Section 12
      of this Agreement shall continue to be enforceable against the Distributor
      for a period of eighteen (18) months following the date of termination.

            (iv)  If  the  Distributor  terminates  this  Agreement  based  upon
      Cytomedix's Material Breach (as defined below), or if Cytomedix terminates
      this Agreement without Cause (as defined below),  then the Distributor may
      return to  Cytomedix  any Products  purchased  during the thirty (30) days
      prior to such termination which are unopened and within the code date, and
      Cytomedix  shall accept those Products and reimburse the  Distributor  for
      the original purchase price of those Products.

            (v) As used in this Section 13.B.,  a "Material  Breach" shall occur
      if a  party  to this  agreement  shall  default  in the  performance  of a
      material  obligation  in this  Agreement  and fails to cure  such  default
      within sixty (60) days following notice of the default. Under the terms of
      this Agreement,  it shall be deemed a Material breach if Distributor fails
      to meet the Minimum Order Quantity,  on an semi-annual basis,  during each
      year of performance under this Agreement.

            (vi) As used in this Section 13.B.,  "Cause" for termination of this
      Agreement  exists if (a) the other party  shall have  committed a Material
      Breach;  (b) any changes in federal law, rules or regulations or action of
      or suit instituted by the federal  government causes Distributor to become
      unable  to sell  the  Products;  (c)  this  Agreement  is  terminated  for
      insolvency of the Distributor in accordance with Section 13.C.; or (d) the
      parties agree mutually to terminate the Agreement.


<PAGE>

            (vii) The remedies provided in this Section 13.B. are in addition to
      any other  remedies  which may be  available  to the  parties at law or in
      equity.

      C.  Termination for Insolvency.  This Agreement shall  terminate,  without
notice,  (i) upon the  institution  by or  against  Distributor  of  insolvency,
receivership  or  bankruptcy  proceedings  or  any  other  proceedings  for  the
settlement of Distributor's  debts, (ii) upon Distributor's making an assignment
for  the  benefit  of  creditors,   or  (iii)  upon  initiation  of  dissolution
proceedings of the Distributor.

      D.  Return of  Materials.  Cytomedix's  Trademarks,  patents,  copyrights,
designs,   drawings,   formulas  or  other  data,  photographs,   demonstrators,
literature, and sales aids of every kind shall remain the property of Cytomedix.
Within three (3) days after the termination of this Agreement, Distributor shall
return all such items to Cytomedix at Distributor's  expense.  Distributor shall
not make or retain any copies of any confidential  items or information that may
have been  entrusted to it.  Effective upon the  termination of this  Agreement,
Distributor  shall  cease  to use  all  trademarks,  marks  and  trade  name  of
Cytomedix.

14.   INDEMNIFICATION.

      A.  Indemnification  by Distributor.  Distributor shall indemnify and hold
Cytomedix  free  and  harmless  from any and all  claims,  damages  or  lawsuits
(including  reasonable  attorneys'  fees)  arising out of acts of  negligence or
malfeasance  or acts  violating  any federal or state law, rule or regulation of
Distributor, its employees or its agents.

      B.  Indemnification  by  Cytomedix.  Cytomedix  shall  indemnify  and hold
Distributor  free and  harmless  from any and all  claims,  damages or  lawsuits
(including  reasonable  attorneys'  fees) arising out of defects in the Products
caused by  Cytomedix  or  failure of  Cytomedix  to provide  any  Products  to a
Customer that has properly  ordered through  Distributor,  or for  intentionally
withholding or failing to fill or to accept orders without cause.

15.   LIMITATION ON LIABILITY.

      In the event of valid  termination by either party in accordance  with any
of the provisions of this Agreement, neither party shall be liable to the other,
because of the termination for compensation, reimbursement or damages on account
of the  loss of  prospective  profits  or  anticipated  sales or on  account  of
expenditures, investments, leases or commitments in connection with the business
or goodwill of Cytomedix or Distributor.


<PAGE>

16.   JOINT PUBLICITY.

      If  either  party  wishes  to make a  public  disclosure  concerning  this
Agreement or the relationship established hereunder and such disclosure mentions
the other party by name or description,  such other party shall be provided with
an advance copy of the  disclosure  and shall have five (5) business days within
which to approve or disapprove  such use of its name or  description  (including
mention  of the  name  of the  Products).  Approval  shall  not be  unreasonably
withheld by either party.  Failure to respond within such five (5) business days
shall be deemed to be approval.  Absent approval, no public disclosure shall use
the name of or otherwise  describe  such party except to the extent  required by
law,  or to the extent  that the  description  of the other  party is limited to
public information about the availability of the Products.  Notwithstanding  the
foregoing, Distributor acknowledges that Cytomedix is a publicly traded Company,
and  hereby  consents  to  Cytomedix's  disclosure  of  this  Agreement  and its
relationship  with  Distributor  in its filings with the Securities and Exchange
Commission  and  its  disclosures  to  its  stockholders  and  other  investors;
provided,  however, that Cytomedix shall use its commercially reasonable efforts
to disclose only those specific financial terms and conditions of this Agreement
that are required by applicable  law and  regulations  including,  among others,
security laws and full disclosure laws and regulations,  contractual obligations
or business considerations deemed important by Cytomedix.

17.   GOVERNING LAW AND JURISDICTION.

      This Agreement  shall be governed by and construed in accordance  with the
laws of the State of Maryland, without regard to the conflicts of law principles
thereof,  and the parties  submit to the  jurisdiction  of the state and federal
courts of the State of Maryland for all purposes relating to this Agreement.

18.   ENTIRE AGREEMENT.

      This Agreement embodies the entire agreement between the parties regarding
the  subject   matter   hereof  and   supersedes   any  other   representations,
understandings and agreements between the parties with respect thereto.

19.   AMENDMENTS.


<PAGE>

      This Agreement may be modified or amended only by a writing signed by both
parties.

20.   COUNTERPARTS.

      This Agreement may be executed in two or more counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

21.   INSURANCE.

      During  the  Term of  this  Agreement,  Cytomedix  and  Distributor  shall
maintain separate liability insurance coverage, each in the minimum amount of $1
million in the aggregate and $1 million per occurrence.

22.   NOTICES.

      Any notices  required or permitted by this Agreement shall be deemed given
if sent by certified  mail,  postage  prepaid,  return  receipt  requested or by
recognized  overnight  delivery  service to Cytomedix or the  Distributor at the
address  given  above.  Either party may change its address for notice by giving
notice of such change to the other party in the manner provided for herein.

23.   NON-ASSIGNABILITY AND BINDING EFFECT.

      A  mutually  agreed  consideration  for  Cytomedix's  entering  into  this
Agreement is the reputation, business standing, and goodwill already honored and
enjoyed  by  Distributor  under  its  present   ownership,   and,   accordingly,
Distributor  agrees that its rights and obligations under this Agreement may not
be transferred  or assigned  directly or  indirectly,  subject to  Distributor's
express authority to sell Products through Affiliates. Subject to the foregoing,
this  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto, their successors and assigns.

24.   SEVERABILITY.

      If any  provision  of this  Agreement  is held to be invalid by a court of
competent jurisdiction,  then the remaining provisions shall nevertheless remain
in full force and effect.

25.   WAIVER.

      Failure by either party to insist upon strict  compliance  with any of the
terms,  covenants,  or  conditions  of this  Agreement  shall  not be  deemed  a
continuing waiver of such term, covenant, or condition,  nor shall any waiver or
relinquishment  of any  right or power  herein at any time be deemed a waiver or
relinquishment of the same or any other right or power, whether or not similar.

<PAGE>

26.   EXCLUDED PROVIDERS.

      Each party  represents  and warrants that it is not engaged in, and during
the Term of this Agreement shall not engage in, any activities  prohibited under
the Federal  Healthcare  Program  Anti-Kickback  Statute  (Social  Security  Act
ss.1128B,  42 U.S.C. , the regulations  promulgated pursuant thereto, or similar
state or local  statutes  or  regulations,  or  roles of  professional  conduct.
Distributor  shall  provide  information  on  discounts  offered to  Distributor
hereunder to reimbursing  entities,  including without  limitation  Medicare and
Medicaid,  in accordance  with all applicable  laws and  regulations,  including
without limitation 42 C.F.R. Sec. 1001. 952 (h). Each party further warrants and
represents  that it is neither  excluded  nor does it  contract  with nor employ
anyone who is excluded from the Medicare,  Medicaid,  and/or other  governmental
health  care  programs,  but  parties  acknowledge  that  the  Products  are not
currently  reimbursed by Medicare and are not currently reimbursed in all states
by  Medicaid  and/or  other  governmental   healthcare  programs.   Furthermore,
Distributor  acknowledges  that  a  1992  ruling  by  the  Healthcare  Financing
Administration  ("HCFA"),  now CMS, prohibits the reimbursement of growth factor
products for chronic wounds, and future federal healthcare program reimbursement
for  the  Products  may be  dependent  upon  dismissal  of  this  ruling  by the
appropriate federal authority. Distributor further acknowledges that third-party
payors may elect not to reimburse Products or treatments under this Agreement or
may elect to partially  reimburse Products or treatments under this Agreement at
a level  that is  insufficient  to cover the cost to  Distributor.  In the event
either party  breaches  this  paragraph of this  section,  the  Agreement may be
declared  by the  non-breaching  party to be null and void from the date of such
breach,  subject  to cure and  reinstatement  within 30 days of the date of such
breach.

27.   LEGAL EXPENSES.

      The prevailing  party in any legal action brought by one party against the
other and arising out of this  Agreement  shall be entitled,  in addition to any
other  rights and  remedies  it may have,  to  reimbursement  for its  expenses,
including court costs and reasonable attorneys' fees.

28.   HEADINGS.


<PAGE>

      Headings  used in this  Agreement  are provided for  convenience  only and
shall not be used to construe meaning or intent.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]


<PAGE>


      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
Effective Date.


Cytomedix, Inc.


 /s/ Kshitij Mohan
----------------------------------
     Kshitij Mohan
     Chief Executive Officer


National Wound Therapies, LLC


 /s/ Kelly Mitchell
----------------------------------
     Kelly Mitchell
     Member-Manager


 /s/ William A. Thurman, Jr.
----------------------------------
     William A. Thurman, Jr.
     Member/Vice-President of
     Sales and Marketing

<PAGE>


                                    Exhibit A

                               Selected Facilities

                                      *****


<PAGE>


                                    Exhibit B

                           Confidentiality Provisions

      The  term  "Information"  shall  include  all  data,  facts,   agreements,
contracts,  statements (written or oral), studies,  assessments,  surveys, title
and other technical  information or other transmissions or deliveries  regarding
Cytomedix transmitted to the Distributor or its Representatives  (defined below)
that   Cytomedix  has  furnished  or  furnishes  to  the   Distributor   or  its
Representative,  whether  before  or  after  the  date  of  this  Initial  Sales
Distributor  Agreement  including  this  Exhibit B  ("Agreement"),  tangible  or
intangible,  and in  whatever  form or medium  provided,  including  that  which
contains,  reflects or is derived  from any of the above.  "Information"  is not
intended  to  include  information  which  has  been  disseminated  publicly  by
Cytomedix or is in the public domain from sources other than Distributor.

      All Information shall be kept confidential and will not, without the prior
written  consent of Cytomedix,  be disclosed by the  Distributor,  its officers,
directors,  partners,  attorneys,  employees, agents, shareholders,  independent
contractors, joint venturers or other affiliated or related persons, entities or
representatives  (collectively  referred  to as the  "Representatives"),  in any
manner whatsoever, in whole or in part, and shall not be used by the Distributor
or  its  Representatives   other  than  in  connection  with  the  Distributor's
performance of its obligations  under the Agreement.  Moreover,  the Distributor
agrees to transmit the  Information  only to those  Representatives  who need to
know the  Information  for the sole purpose of assisting the  Distributor in its
performance  under the  Agreement,  who are  informed of the  Agreement  and the
confidentiality  provisions  contained herein (including this Exhibit B) and who
in  writing  agree to be bound by the terms of this  Agreement  (including  this
Exhibit B) as if a party hereto.  In any event, the Distributor  shall be liable
for any breach of this Agreement by its Representatives.  The Distributor agrees
that this Agreement (including this Exhibit B) constitutes its express agreement
to  maintain  the   confidentiality   of  the  Information  and  not  merely  an
acknowledgement  that the Distributor and its  Representatives  will not use the
Information in violation of any federal or state securities laws.

      At the  earliest  of:  (a)  conclusion  of  review  of and  need  for  the
Information,  (b) within three (3) business days of Cytomedix's  request, or (c)
within three (3) business days from  termination or expiration of the Agreement,
the Information and all duplicates  thereof (in any form whatsoever)  (including
but  not  limited  to any  reports,  summaries,  analyses,  memoranda  or  other
materials  prepared  by  the  Distributor,   its  Representatives  or  at  their
direction), shall be returned to Cytomedix.


<PAGE>

      In the event that the Distributor or its Representatives receive a request
to disclose all or any part of the Information  under the terms of a subpoena or
order issued by a court or by a governmental body, the Distributor agrees:

            (a) To notify  Cytomedix  immediately  of the  existence,  terms and
circumstances surrounding such request;

            (b) To consult with Cytomedix on the  advisability of taking legally
available steps to resist or narrow such request; and

            (c) If  disclosure  of such  Information  is required to prevent the
Distributor from being held in contempt or subject to other penalty,  to furnish
only such  portion  of the  Information  as, in the  written  opinion of counsel
satisfactory to Cytomedix,  it is legally compelled to disclose, and to exercise
its  best  efforts  to  obtain  an  order  or  other  reliable   assurance  that
confidential treatment will be accorded to the disclosed Information.


<PAGE>


                                    Exhibit C

                           Minimum Order Requirements

                                      *****


<PAGE>


                                    Exhibit D

             Documentation of Presentations and Demonstration of the
                   AutoloGelTM System to Selected Facilities


<PAGE>

                 Notice of Demonstration to a Selected Facility

      This Notice of Demonstration  to a Selected  Facility must be completed by
Distributor  and submitted to Cytomedix  within  fifteen (15) business days of a
demonstration of the Products at any Selected Facility.


Selected Facility:
                  --------------------------------------------------------------
                      (Chain)       (Owner/Operator)
Location of
Demonstration:

--------------------------------------------------------------------------------
                                    (Street Address)

--------------------------------------------------------------------------------
(City)                              (State)                 (Zip Code)

--------------------------------------------------------------------------------
(Telephone Number)                  (Fax Number)            (eMail Address)


Date of Demonstration:
                      ----------------------------------------------------------

Distributor's Representative(s):
                                ------------------------------------------------
                                    (Name)                  (Title)

--------------------------------------------------------------------------------
                                    (Name) (Title)
Facility
Representatives:
                ----------------------------------------------------------------
                                    (Name)                  (Title)

--------------------------------------------------------------------------------
                                    (Name) (Title)

--------------------------------------------------------------------------------
                                    (Name) (Title)

AutoloGelTM Presentation: Y |_| N |_|   Demonstration: Y |_| N |_|

Anticipated Start Date: __________ Est. Patients/month: _________

Plan of Action:
               -----------------------------------------------------------------

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

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



Authorized Distributor Signature:
                                 -----------------------------------------------
                                    (Name)                  (Title)


<PAGE>

                                    Exhibit E

                              Protected Facilities

                                      *****