Unassociated Document


    Exhibit
      10.1

    FIRST
      AMENDMENT TO EMPLOYMENT AGREEMENT

     

    This
      First Amendment to Employment Agreement (the “Amendment”) is made and entered
      into this 25th day of January, 2008, by and between CYTOMEDIX, INC., a Delaware
      corporation (“Company”), and DR. KSHITIJ MOHAN (“Executive”). 

    


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

    


    1. Amendment.
      Except
      as expressly modified hereinbelow, the Employment Agreement dated April 20,
      2004, by and between the Company and Executive (the “Original Agreement”) shall
      remain in full force and effect:

    


    (a) Section
      B
      of Appendix 1 (the Anti-Dilution Provisions) of the Original Agreement is hereby
      deleted in its entirety and all references to Section B of Appendix 1 are hereby
      deleted including without limitation the reference to Section B of Appendix
      1
      contained in the last sentence of Section A of Appendix 1. 

    


    (b) The
      last
      sentence of Section C of Appendix 1 is hereby deleted in its entirety.


    


    (c) The
      first
      sentence of Section E of Appendix 1 is hereby deleted in its entirety.


    


    (d) The
      addresses for notice stated in Section 8.4 are hereby deleted in their entirety
      and replaced with the following: 

     

    

      
        	
                If
                  to the Company:

              	
                Cytomedix,
                  Inc.

              
	 	
                ttn:
                  Compensation Committee Chair

              
	 	
                416
                  Hungerford Dr., Suite 330

              
	 	
                Rockville,
                  Maryland 20850

              
	 	 
	
                If
                  to Executive:

              	
                Dr.
                  Kshitij Mohan

              
	 	
                25
                  Beman Woods Court

              
	 	
                Potomac,
                  Maryland 20854

              


      

       

    

    2. Effective
      Date of Amendment.
      This
      Amendment shall be deemed effective October 1, 2007. Therefore, based on this
      effective date, there shall be no securities issuable to Executive pursuant
      to
      the provisions of the Original Agreement deleted hereby for issuances approved
      or made by the Company on or after October 1, 2007. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    3. Issuance
      to Executive.
      In
      consideration of Executive’s execution of this Amendment, Company agrees to
      immediately grant to Executive an option to purchase thirty thousand (30,000)
      shares of the Company’s common stock at an exercise price equal to the closing
      sale price of the Company’s common stock on the date of this Amendment. In
      addition, as long as Executive remains employed by the Company on December
      1,
      2008, and each subsequent year through December 1, 2011, the Company will,
      within thirty (30) days of each December 1, grant to Dr. Mohan an option to
      purchase an additional thirty thousand (30,000) shares of the Company’s common
      stock at an exercise price equal to the closing sale price of the Company’s
      common stock on the date the Board authorizes and approves the grant. The grants
      to be made in December of each year shall not be effective unless and until
      the
      Board authorizes and approves said grants and each grant shall be made only
      if
      Dr. Mohan remains employed by the Company on December 1 of that year. The
      maximum amount of options issuable pursuant to this paragraph shall be options
      to purchase one hundred fifty (150,000) shares.

    


    4. Acknowledgement
      and Release.
      Pursuant to the anti-dilution provisions of the Original Agreement prior to
      the
      deletion thereof, Company and Executive acknowledge that Executive has a right
      to receive options to purchase 555 shares for issuances made in 2004, options
      to
      purchase 13,095 shares for issuances made in 2005, options to purchase 10,735
      shares for issuances made in 2006, and options to purchase 34,925 shares for
      issuances made through September 30, 2007. Upon issuance of these options,
      Executive hereby acknowledges that he will have received all common stock or
      securities convertible into or exercisable for common stock which may have
      been
      due him pursuant to the deleted anti-dilution provisions contained in Section
      B
      of Appendix 1. In connection therewith, Executive hereby completely and forever
      releases Company from any and all claims, demands, liabilities and damages
      of
      any kind or nature, known or unknown, arising from or related to shares issued
      or issuable pursuant to Section B of Appendix 1, including without limitation
      claims for the issuance of additional options to Executive or for taxes owed
      by
      Executive in connection with securities issued to him. 

    


    5. Counterparts.
      This
      Amendment may
      be
      executed in any number of counterparts, each of which shall be deemed an
      original, but all of which shall constitute one instrument.

    


    6. Headings.
      Section
      headings in this Amendment are included herein for convenience and for reference
      only and shall not constitute a part of this Amendment for any other
      purpose.

     

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company and Executive have executed this Amendment on
      the
      date first above written.

    
      	 	 	 
	 	COMPANY:
	 	 
	 	CYTOMEDIX,
              INC., a
              Delaware corporation
	 
 	 
 	 
 
	 	By:  	/s/ Mark
              T.
              McLoughlin
	 	
              
Mark
              T. McLoughlin
	 	Compensation Committee Chairman


    

    
      	 	 	 
	 	Date: January
              25, 2008
	 	 
	 	 
	 	EXECUTIVE:
	 
 	 
 	 
 
	 	By:  	/s/ Dr.
              Kshitij Mohan
	 	
              
Dr.
              Kshitij Mohan
	 	 


      	 	 	 
	 	Date: January
              25, 2008