Exhibit 10.1


                              EMPLOYMENT AGREEMENT

         The Employment  Agreement (the "Agreement") is made and entered into as
of the  _20th__  day of  April,  2004 (the  "Effective  Date"),  by and  between
CYTOMEDIX,  INC., a Delaware corporation (the "Company"),  and DR. KSHITIJ MOHAN
("Executive").

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows.


                                    ARTICLE 1
                      EFFECTIVE DATE AND TERM OF EMPLOYMENT

         1.1 Term of Employment. Subject to extension in accordance with Section
1.2,  the Term,  as  defined  below,  of the  Agreement  shall  commence  on the
Effective  Date and shall  continue until the date two years hence (the "Initial
Term"), unless terminated earlier in accordance with Article 5 of the Agreement.
For  purposes  of the  Agreement,  the "Term"  shall  mean the  period  from the
Effective  Date  until the  termination  of  Executive's  employment  under this
Agreement.

         1.2  Extension  of Term.  The  Initial  Term of the  Agreement  will be
automatically  extended by one year on the first  anniversary  of the  Effective
Date and in one year increments on each subsequent  anniversary of the Effective
Date  thereafter,  unless the  Executive's  employment is terminated  under this
Agreement in accordance with Article 5.


                                    ARTICLE 2
                              DUTIES AND ACTIVITIES

         2.1  Employment.  During the Term, the Company shall employ  Executive,
and  Executive  shall accept  employment  with the  Company,  upon the terms and
subject to the conditions set forth in the Agreement.

         2.2 Position. During the Term, Executive shall serve as Chief Executive
Officer of the Company and shall hold such other  position or  positions  as the
parties  mutually  agree in  writing.  Executive  shall  report  directly to the
Chairman  of the Board of  Directors  of the  Company  (the  "Board").  As Chief
Executive  Officer,  Executive  shall  have  the  powers,  responsibilities  and
authorities  as are assigned by the Board.  Upon the  termination of Executive's
employment  hereunder in accordance with Article 5, Executive shall  immediately
resign as Chief Executive Officer and from all other positions, if any, with the
Company.

         2.3 Duties.  During the Term, Executive shall devote his business time,
attention,  and energies to the business of the Company and use his best efforts
to promote the interest of the  Company.  Executive  shall  perform such duties,
services,  and responsibilities  incident to the Executive's  positions that are
reasonably  consistent  with his position,  as the Board shall from time to time


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delegate to him on such terms and conditions and subject to such restrictions as
the Board may reasonably from time to time impose.

         2.4 Principal  Location.  The principal  location at which  Executive's
services  are to be  performed  shall be at the  Executive's  then-current  home
address,  which is  presently 25 Beman Woods Court,  Potomac,  Maryland,  20854,
subject to reasonable travel  requirements  during the course of performing such
services.


                                    ARTICLE 3
                           SALARY, BONUS, AND BENEFITS

         3.1 Base Salary.  During the Term of this Agreement,  the Company shall
pay Executive a base salary ("Base  Salary").  Commencing on the Effective  Date
through the  one-year  anniversary  thereof,  this Base Salary shall be not less
than the annual rate of $275,000. The Executive's Base Salary shall be increased
by at least ten  percent  (10%) for the second and each  subsequent  year of the
Term.

         3.2 Inducement Award. To induce Executive's  service as Chief Executive
Officer  of the  Company  during  the Term,  upon  commencement  of  Executive's
employment,  the Company shall grant Executive the Inducement  Award as outlined
in  Appendix  1. The  Inducement  Award,  and all  necessary  documents  related
thereto,  shall be completed no later than ten (10) business days  following the
Effective Date.

         3.3 Annual Bonus.  The Executive  shall be entitled to the Annual Bonus
as outlined in Appendix 2. The  Executive's  Annual Bonus shall be driven by and
proportionate  to  reasonable  Performance  Criteria  that will be developed and
agreed upon by the Board of Directors  and the  Executive  working in good faith
and with all deliberate  speed within sixty (60) days of the commencement of the
Executive's  employment under this Agreement,  and within sixty (60) days of the
first anniversary of the Executive's employment under this Agreement. The Annual
Bonus for each year of the Term shall be paid within  thirty (30) days after the
end of such year.

         3.4  Withholding.  The  Company  shall  deduct  or  withhold  from  the
compensation  and  benefits  payable  to  Executive  hereunder  any and all sums
required for federal and state income and  employment  taxes now  applicable  or
that may be enacted and become applicable during the Term of the Agreement.

         3.5  Benefits.  Executive  shall  be  entitled  to  participate  in all
ordinary and  customary  benefit  plans  afforded to executive  employees of the
Company.  Executive's  participation  in  said  benefit  plans  shall  be at the
Company's  sole  expense  except to the  extent  employee  contributions  may be
required under the Company's  benefit plans as they may now or hereafter  exist.
Such benefits  shall  include,  at a minimum,  medical and dental  insurance for
Executive and his spouse, and may include any qualified or unqualified  pension,
profit  sharing,  and savings plans,  any death benefit and  disability  benefit
plan, life insurance  coverage,  any cafeteria plans,  and any medical,  dental,
health, vision and welfare plans or insurance coverage.


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         3.6  Vacation and Sick Leave.  Executive  shall be entitled to four (4)
weeks of paid vacation per year during the Term.  Unused  vacation of up to four
(4) weeks may be  carried  over from year to year.  Vacations  shall be taken at
such times as are  consistent  with the needs of the Company and Executive  will
notify  in  advance  the  Chairman  of the  Board of  Executive's  plans for any
vacations longer than one week. Employee shall also be entitled to two (2) weeks
sick leave per year,  part or all of which may be covered by the Company's short
term  disability  insurance.  Unused sick leave may be carried over from year to
year,  but in no event shall  Executive  accrue more than four (4) weeks of sick
leave. Sick leave is compensable only on bona fide sickness of the Executive.

         3.7 Fringe Benefits. In addition to the other benefits detailed herein,
Executive shall be entitled to the Fringe Benefits listed on Appendix 3.


                                    ARTICLE 4
                                BUSINESS EXPENSES

         4.1 Expenses.  The Company shall pay or reimburse the Executive for all
reasonable and authorized business expenses incurred by the Executive during the
Term.

         4.2 Business Travel. The Company shall reimburse Executive for expenses
incurred for business-related  travel in accordance with existing Company travel
policies, which may change from time to time.

         4.3 Documentation.  As a condition to reimbursement  under Article 4 of
this  Agreement,  Executive  shall furnish to the Company  adequate  records and
other documentary evidence  appropriately  itemized and approved consistent with
the  Company's  policies,   which  may  change  from  time  to  time.  Executive
acknowledges and agrees that failure to furnish the required  documentation  may
result in the Company denying all or part of the expense for which reimbursement
is sought.


                                    ARTICLE 5
                            TERMINATION OF EMPLOYMENT

         5.1  Termination  of  Employment.  Notwithstanding  the  provisions  of
Article 1, either the Company or Executive may terminate Executive's  employment
hereunder during the Term, subject to the following terms and conditions.

         5.2  Termination  by the Company for Cause.  As used in the  Agreement,
"Cause" shall mean either:

                  5.2.1  Executive  commits a material and willful breach of any
         material term of this Agreement, as reasonably determined by a majority
         of the  directors of the Board,  but only if such  material and willful


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         breach remains  uncured (as  reasonably  determined by the Board) after
         thirty (30) days have elapsed following the date that the Company gives
         Executive written notice of such breach;

                  5.2.2 Executive  engages in willful conduct that is materially
         injurious  to the Company or to any  affiliate  or  successor  thereto,
         whether financial or otherwise,  as reasonably determined by a majority
         of the  directors  of the Board,  but only if  Executive  has failed to
         cease any such  conduct  within  fifteen  (15) days  after the date the
         Company gives Executive  written notice of its belief that Executive is
         engaging in such conduct;

                  5.2.3    Executive is convicted of a felony;

                  5.2.4    Executive is convicted of any crime  involving  moral
         turpitude or dishonesty;

                  5.2.5 Executive is of any felony or misdemeanor  involving the
         property  of the  Company;  is  found  guilty  by any  court  of law of
         violation  of  applicable  securities  laws;  or  is  found  guilty  of
         violation of any securities law in an administrative  proceeding before
         the  Securities  and  Exchange   Commission  or  any  state  securities
         commission.

         The Company may terminate Executive's employment hereunder for Cause by
giving Executive fifteen (15) days' written notice.  Where Executive is entitled
to a cure period, the termination date under this Section shall be the day after
the cure period expires,  if Executive fails to cure. In such event, the Company
shall  pay to  Executive  his  Base  Salary  through  the  date  of  Executive's
termination,  his accrued but unused vacation, all deferred compensation owed to
Executive under any other agreements,  and his reimbursable expenses pursuant to
Article 4 incurred prior to the effective date of such termination. In the event
of termination  under this Section 5.2, all of Executive's  stock options vested
on the date of termination  shall remain  exercisable until the original date of
expiration.

         5.3 Termination for Disability. As used in this Agreement,  Executive's
"Disability"  shall  the  Executive's  inability,  as a result  of a  mental  or
physical  disease or  condition  expected to continue  indefinitely,  to perform
materially  the  services  contemplated  in  the  Agreement.  The  existence  or
nonexistence  of a Disability  shall be determined by an  independent  physician
reasonably selected and agreed to by the Company and the Executive.

         The Company may terminate Executive's employment hereunder in the event
of Executive's  Disability by giving Executive thirty (30) days' written notice.
In such event,  the Company shall pay to Executive  his Base Salary  through the
date of  termination  (which shall be thirty (30) days after  written  notice is
given) and,  thereafter,  his Base Salary for a period of eleven (11) additional
months  after the date of  termination,  less net amounts  received  during that
period from any long-term  disability  insurance  provided  under Article 3. The
Base  Salary  shall be paid at the annual  rate of  Executive's  Base  Salary in
effect on the date of Executive's termination of employment and shall be payable
not less frequently than semi-monthly in accordance with the Company's executive
compensation practices. The Company shall also pay to Executive a prorated bonus
and incentive  compensation payment based on the then applicable bonus plan/long


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term incentive  compensation  program in an amount equal to the  bonus/incentive
payment that would otherwise be paid for the  fiscal/calendar  (depending on the
plan  or  program)  year in  which  Executive  is  terminated,  multiplied  by a
fraction,  the  numerator  of which is the  number  of days that  Executive  was
employed during that year, and the denominator of which is 365, payable no later
than  thirty  (30)  days  after  the end of the  fiscal/calendar  year in  which
Executive's  employment is  terminated.  The Company shall also pay  Executive's
accrued but unused vacation,  all deferred  compensation owed to Executive under
any other  agreements,  and his expenses  incurred prior to such  termination of
employment reimbursable under Article 4. All benefits provided under Section 3.5
shall be extended,  to the extent permitted by Company's  insurance policies and
benefit plans, for twelve (12) months after the date of Executive's termination,
except as required by law (e.g., COBRA health insurance continuation  election).
During the period  benefits  are  provided  Executive  under this  Section,  the
Executive and the Company shall  continue to share the costs of such benefits in
the same  proportions  as they had at the time of the  Executive's  termination;
provided,  however,  that  Company  shall only be  required to  contribute  such
amounts  as  were  paid  under  the  benefit  plans  in  effect  on the  date of
termination.  In the  event  of  termination  under  this  Section  5.3,  all of
Executive's  stock options  shall  continue to vest during the eleven (11) month
period  Executive  continues  to receive his Base  Salary,  and all vested stock
options shall remain exercisable until the original date of expiration.

         5.4  Termination  for Death.  Executive's  employment  hereunder  shall
terminate  upon  Executive's  death.  In such event,  the  Company  shall pay to
Executive's estate his Base Salary until the end of the month in which the death
occurred, all accrued but unused vacation pay, all deferred compensation owed to
Executive under any other  agreements,  and all unreimbursed  expenses which are
reimbursable  pursuant to Article 4 incurred prior to his death. In the event of
death,  all vested  options will continue to stay vested and  exercisable by the
Executive's estate until the original  expiration date. Within fifteen (15) days
of Executive's  death, the Company shall provide  Executive's estate with a list
of all amounts, benefits, securities or options that are due Executive hereunder
and shall provide  reasonable  assistance to Executive's estate in receiving and
or/exercising the same.

         5.5      Termination Due to Change of Control.

         5.5.1 If  Executive's  employment is terminated by the Company  without
Cause  in  connection  with or in  furtherance  or as a result  of a  Change  of
Control, or if, in connection with a Change of Control, Executive is not offered
post-closing  employment  by  the  Company  or  its   successor-in-interest   on
substantially  the same  terms as the  terms of  Executive's  employment  by the
Company  immediately  prior  to  the  Change  of  Control  (including,   without
limitation, his or her compensation and the nature and scope of his authorities,
powers, functions and duties, and any remaining term of employment), the Company
shall  pay to  Executive  severance  in an  amount  equal  to two (2)  years  of
Executive's Base Salary in effect on the date of termination,  plus Annual Bonus
and Inducement  Awards for the two years at rates  established for the two years
but not less than the rates  applicable  for the  initial  two year Term of this
Agreement  ("Severance  Payment").  The Base  Salary  portion  of the  Severance
Payment shall be payable not less  frequently  than  semi-monthly  in accordance
with the  Company's  executive  compensation  practices in effect on the date of
termination.  The Annual Bonus and  Inducement  Award  portions of the Severance
Payment  are due  within  thirty  (30) days of  termination  of the  Executive's
employment as a result of a Change of Control. The Company shall also provide to


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Executive all benefits  under Article 3 of this Agreement that were in effect as
of the date of  termination  for a period  extended  for two (2) years from such
date of  termination.  During the period  benefits are provided  Executive under
this Section, the Executive and the Company shall continue to share the costs of
such benefits in the same proportions as they had at the time of the Executive's
termination.

         5.5.2  In  the  event  of  termination  under  this  Section,   all  of
Executive's  issued and unvested  stock options shall  immediately  become fully
vested and exercisable and shall remain  exercisable  until the original date of
expiration.


         5.5.3    "Change of Control" shall mean any of the following:

                           a.   a   sale   or   other   disposition  of  all  or
         substantially all of the assets of the Company;

                           b. a merger or  consolidation in which the Company is
         not the surviving  entity and in which the  shareholders of the Company
         immediately  prior to such  consolidation or merger own less than fifty
         percent (50%) of the surviving  entity's voting power immediately after
         the transaction;

                           c. a  reverse  merger  in which  the  Company  is the
         surviving   entity  but  the  shares  of  the  Company's  common  stock
         outstanding immediately preceding the merger are converted by virtue of
         the merger into other property, whether in form of securities,  cash or
         otherwise,  and in which the  shareholders  of the Company  immediately
         prior to such merger own less than fifty percent (50%) of the Company's
         voting power immediately after the transaction;

                           d. any other  capital  reorganization  in which  more
         than fifty percent (50%) of the shares of the Company  entitled to vote
         are sold or  exchanged  (whether  in a single  or a series  of  related
         transactions); or

                           e.  during any period of two  consecutive  years (not
         including periods prior to the Effective Date),  individuals who at the
         beginning  of such period  constitute  the Board and any new  directors
         whose  election  by  the  Board  or  nomination  for  election  by  the
         stockholders  was  approved  by at least  2/3rds of the  members of the
         Board, cease for any reason to constitute a majority thereof.

         5.6      Termination Not for Cause.

         5.6.1 The Company may terminate  Executive's  employment  Not for Cause
during the Term by giving  Executive  thirty  (30)  days'  written  notice.  For
purposes of this Section,  any material reduction in the authority or changes in
the reporting  status of the Executive  shall be regarded as Termination Not for
Cause of the Executive. Any termination of Executive's employment by the Company
Not for Cause,  that  occurs in  contemplation  of a Change of Control or at the
request or insistence  of any person  (other than the Company)  relating to such


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Change of Control shall be deemed to have  occurred  after the Change of Control
for the purposes of this  Agreement.  A breach by the Company of a material term
of this  Agreement  that  remains  uncured  for a period  of  fifteen  (15) days
following  written  notice of such breach to the Company,  shall be considered a
Termination Not for Cause.

         5.6.2 Should the  Executive's  employment be terminated  Not for Cause,
the Company shall pay to Executive all Base Salary and bonuses  earned up to and
including  the date of  termination  (which  shall be the date  thirty (30) days
after the date of the written notice), all accrued and unused vacation,  and all
unreimbursed  expenses  which are  reimbursable  pursuant  to Article 4 incurred
prior to such  termination  plus, a severance  payment in an amount equal to two
(2) years of Executive's  Base Salary in effect on the date of termination.  The
severance  payment shall be payable not less  frequently  than  semi-monthly  in
accordance with the Company's executive  compensation practices in effect on the
date of  termination.  Further,  the Company  shall pay to Executive  the Annual
Bonus,  Inducement  Award (cash and options)  that would have been due Executive
during the two (2) years had the  Executive  continued his  employment  with the
Company and fully met all Performance Criteria.  Additionally, the Company shall
immediately pay to Executive all deferred  compensation  owed to Executive under
any other agreements.

         5.6.3 Should the  Executive's  employment be terminated  Not for Cause,
the Company  shall  provide to Executive  all benefits  under  Article 3 of this
Agreement  that were in effect  as of the date of  termination  from the date of
termination  until the earlier of (i) twenty four (24) months  after the date of
notice of  termination,  (ii) the date Executive  obtains new  employment  which
offers benefits comparable or superior to those provided Executive under Article
3 of this Agreement and Executive  qualifies for  participation  in such benefit
plans, or (iii) Executive otherwise obtains benefits.  comparable or superior to
those  provided  Executive  under  Article 3.  During the  period  benefits  are
provided  Executive  under this  Section,  the  Executive  and the Company shall
continue to share the costs of such benefits in the same proportions as they had
at the time of the Executive's termination.  In the event of Termination Not for
Cause,  all options  granted to the Executive  shall continue to vest during the
two years after  termination  and all vested  options  shall remain  exercisable
until the original date of expiration.

5.7      Voluntary Termination By Executive.

         5.7.1 This Agreement may be voluntarily  terminated by Executive at any
time prior to the expiration of the Term set forth in Article 1 by giving thirty
(30)  days'  prior  written  notice  of  Executive's  intent to  terminate  this
Agreement.  Executive  agrees to remain in the service of the  Company  from the
date of the notice until the date of the  termination to facilitate  transition,
unless the Company and the Executive  agree mutually that this  Agreement  shall
terminate prior to the expiration of such thirty (30) day period. This Agreement
shall only terminate upon the expiration of the transition  period following the
written notice,  and the Executive  shall be entitled to all benefits  hereunder
until the agreed upon termination date. In the event of a voluntary  termination
under this Section 5.7.1, all options granted to the Executive shall continue to
vest  during the  period  following  the  written  notice  until the date of the
termination and all vested options shall remain  exercisable  until the original
date of expiration.


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5.7.2 In the event the Executive  voluntarily  terminates this Agreement without
complying  with the  notice  provisions  of Section  5.7.1  above,  all  options
previously awarded Executive shall cease to vest as of the termination date, and
all  vested  options  shall  remain  exercisable  only for a period of three (3)
months following such termination.

5.7.3 For purposes of Section  5.7.2,  the three (3) month  exercise  period for
vested  options  shall be suspended  for any periods  during which  Executive is
prohibited from exercising such vested options due to applicable securities laws
(which, for purposes of this Agreement  includes,  without  limitation,  periods
during which exercise or sale of shares is (i) prohibited by any Insider Trading
Policies or blackout periods imposed by policies adopted by the Company, or (ii)
limited as a result of Executive's knowledge of material non-public  information
relating  to the  Company,  or limited as a result of the  requirement  to delay
timing of any  exercise or sale to avoid  application  of  "short-swing"  profit
rules (the "Suspended Period"). The Suspended Period shall be extended beyond an
aggregate of six (6) months only upon the written opinion of counsel clearly and
specifically  identifying:  (i) the  applicable  securities  law that  prohibits
Executive's  exercise of vested options;  (ii) the anticipated  period that such
prohibition;   (iii)  the  actions  necessary  or  steps  needed  so  that  such
prohibition may be lifted.


                                    ARTICLE 6
                          INSURANCE AND INDEMNIFICATION

6.1 The Company shall provide the Executive with  directors' and officers' (D&O)
liability  insurance  coverage.  The Company shall, at all times,  carry no less
that $5  million  in  such  D&O  insurance.  In the  event  that  the  Company's
directors'  and  officers'  liability  insurance  coverage  lapses,  and  if the
Executive is a party to or is threatened  to be made a party to any  threatened,
pending or completed claim,  action,  suit, or proceeding,  or appeal therefrom,
whether civil, criminal administrative,  investigative, or otherwise, because he
is or was an officer and/or director of the Company or at the express request of
the Company is or was serving for purposes  reasonably  understood  by him to be
for the Company as a director, officer, partner, employee, agent, trustee, or in
any  other  capacity  of  an  association,   corporation,   general  or  limited
partnership,  joint venture, trust, or other entity, the Company shall indemnify
the  Executive  against,  and shall pay and advance,  all  reasonable  expenses,
including  attorney's  fees and  disbursements,  and any judgments,  fines,  and
amounts  paid in  settlement  incurred  by him in  connection  with such  claim,
action, suit, proceeding,  or appeal therefrom,  to the fullest extent permitted
under  the  Company's  Certificate  of  Incorporation  ("Certificate"),   bylaws
("Bylaws") or applicable law.

6.2 The Executive's  coverage under the D&O insurance policy  referenced  above,
and the Company's obligation to indemnify the Executive as provided above and to
the extent  permitted by the  Certificate,  Bylaws,  and  applicable  law, shall
survive the expiration of this Agreement  until the expiration of any statute of
limitations applicable to a claim brought against Executive because he is or was
an officer and/or director of the Company and as necessary to adequately protect
Executive in the event of the Company's insolvency.


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                                    ARTICLE 7
                              RESTRICTIVE COVENANTS

         7.1  Confidential   Information.   In  the  course  of  his  employment
hereunder,  Executive may have access to confidential  records,  data, formulae,
customer lists, trade secrets, specifications, inventions and processes owned by
the Company.  During the Term and thereafter,  Executive shall not,  directly or
indirectly, disclose such information to any person or use any such information,
except as required in the  performance  of  Executive's  duties  hereunder.  All
records,  files, keys,  drawings,  documents,  models,  equipment,  and the like
relating to the Company's business, which Executive shall prepare, copy, or use,
or with which  Executive  comes into contact  shall be and remain the  Company's
sole  property,  shall not be removed  from the  Company's  premises,  except as
necessary for the performance of the Executive's  duties,  and shall be returned
to the Company upon the  expiration or  termination  of the Term of  Executive's
employment.

         7.2  Competing  Business.  As  used  in  the  Agreement,  a  "Competing
Business"  refers to any person or entity  engaged in (i) the use of products or
technology  similar to Autologel(TM) or the  Autologel(TM)  System involving the
use of releasates  from platelets to treat chronic  wounds or other  indications
for which the Company has obtained or would be in the process of  obtaining  any
applicable  regulatory  clearance  during the Term,  (ii) any use of products or
technology  similar to that which the Company may  develop or  otherwise  obtain
marketable  rights during the Term, or (iii) the direct  competition with either
(i) or (ii) above.

         7.3      Non-competition  Period.  The  "Non-Competition  Period" shall
be two years following the date of termination of Executive's employment

         7.4  Geographic   Restriction.   The  geographic   restriction  of  the
Executive's Convenant Not to Compete shall include the cities, counties,  states
of the United  States,  and each country  outside of the United States where the
Company does business during Executive's employment.

         7.5  Covenant Not to Compete.  Executive  shall not, at any time during
the Term and during the Non-competition  Period,  either directly or indirectly,
or solely or jointly with other persons or entities:

         7.5.1  own,  manage,  operate,  join,  control,  consult  with,  render
services for or participate in the ownership,  management,  operation or control
of, or be  connected  as an officer,  director,  employee,  partner,  principal,
agent, consultant or other representative with, or permit his name to be used in
connection with any profit or nonprofit business,  organization or entity, other
than the Company and its  affiliates,  which  operates or engages in a Competing
Business,

         7.5.2  lend any credit or money for the  purposes  of  establishing  or
operating any Competing  Business or otherwise give aid or advice to any person,
firm, association, corporation, or entity engaging in any Competing Business, or


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         7.5.3 solicit,  contract,  divert,  or take away or attempt to solicit,
divert,  or take away any of the  customers,  potential  customers,  business or
patrons of the Company and its affiliates or any of their respective  successors
and assigns,  directly or  indirectly,  by or for himself or as the agent of any
other  person  or  entity  or  through  others  as an  agent or on  behalf  of a
competitor of the Company.

         The  Company and  Executive  acknowledge  and agree that the  duration,
scope,  and  geographic  area for which the  covenant  not to  compete  is to be
effective are reasonable.

         7.6 Exceptions to Covenant Not to Compete. Notwithstanding the Covenant
Not to Compete provided in Section 7.5 above:

         7.6.1 Executive shall not be restricted from accepting  employment with
a Competing Business provided that the scope of such employment,  and the duties
involved thereunder do not involve (i) the use of products or technology similar
to  Autologel(TM)  or the  Autologel(TM)  System involving the use of releasates
from  platelets  to treat  chronic  wounds  or other  indications  for which the
Company  has  obtained or would be in the process of  obtaining  any  applicable
regulatory  clearance  during the Term,  (ii) any use of products or  technology
similar to that which the  Company may develop or  otherwise  obtain  marketable
rights during the Term, or (iii) the direct  competition with either (i) or (ii)
above.

         7.6.2  Executive  may  own  publicly-traded   securities  issued  by  a
Competing Business provided that Executive shall not own more than three percent
(3%) of the value of any class of such securities outstanding at such time.

         7.6.3 Executive is free to license or economically exploit any patents,
inventions  or  ideas  regarding  products  that he has  developed  prior to his
employment  with  the  Company  or that he may  develop  in the  future  through
expenditure  of his  personal  time and  resources,  as long as any such  future
developments  shall not involve (i) the use of products or technology similar to
Autologel(TM) or the  Autologel(TM)  System involving the use of releasates from
platelets to treat chronic wounds or other indications for which the Company has
obtained  or would be in the  process of  obtaining  any  applicable  regulatory
clearance  during the Term,  (ii) any use of products or  technology  similar to
that which the Company may develop or otherwise obtain  marketable rights during
the Term, or (iii) the direct competition with either (i) or (ii) above.

         7.6.4  Notwithstanding  the  exceptions  to the Covenant Not to Compete
listed above, in no event shall the Executive  violate his duties  regarding the
solicitation  of  employees  or the  nondisclosure  of  proprietary  information
contained herein.

         7.7 Solicitation of Employees.  Executive shall not, at any time during
the Term or during the Non-competition Period, directly or indirectly, by or for
himself or as the agent of any other  person or entity or  through  others as an
agent in any way solicit or induce or attempt to solicit or induce any employee,
officer,  representative,  consultant,  or  other  agent of the  Company  or its
affiliates,  whether  such person is presently  employed  with the Company or an
affiliate or may  hereinafter be so employed,  to leave the Company's  employ or
the employ of a Company affiliate.


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         7.8.   Disclosure  of  Proprietary   Information.   In  the  course  of
Executive's   employment  with  the  Company,   Executive  may  have  access  to
confidential   records,   data,   formulae,   customer  lists,   trade  secrets,
specifications,   inventions,  and  processes  owned  by  the  Company  and  its
affiliates.  During  Executive's  employment  with the Company  and  thereafter,
Executive  shall  maintain  in strict  confidence  and shall  not,  directly  or
indirectly, use, disseminate, disclose, or publish or use for his benefit or the
benefit of any person, firm,  corporation,  or other entity, any confidential or
proprietary  information  or trade secrets of or relating to the Company and its
affiliates,  or  which  the  Company  and its  affiliates  have a right  to use,
including, without limitation, information with respect to the Company's and its
affiliates'  vendors,  suppliers,   customers,  potential  customers,  marketing
methods, costs, prices, and terms of employment.  Executive shall not deliver to
any person, firm, corporation,  or other entity any document,  record, notebook,
computer  program or similar  repository  containing  any such  confidential  or
proprietary  information  or trade  secrets,  except as required in the faithful
performance of Executive's duties during employment with the Company,  provided,
however, that the foregoing restriction shall not apply to (i) disclosure or use
of Executive's  general business and technical knowledge or any such information
that became  generally  available to the public in any manner or form through no
fault of  Executive,  (ii)  disclosure or use of any such  information  with the
Company's prior written  consent,  or (iii)  disclosure of any such  information
required by a court or a governmental agency of competent  jurisdiction.  In the
event that  Executive  is so  required  or  compelled  to make such  disclosure,
Executive   shall   cooperate   with  the   Company  to  preserve  in  full  the
confidentiality of all proprietary  information whose disclosure is not required
or compelled.

                  7.8.1 All such  information and trade secrets and all records,
         files,  keys,  drawings,  documents,  models,  equipment  and the  like
         relating  to the  Company's  and its  affiliates'  business  with which
         Executive  comes into contact  shall be and remain the sole property of
         the Company and its affiliates, shall not be removed from the Company's
         or its affiliates' premises,  except as reasonably  appropriate for the
         performance of Executive's  duties or with the Company's  prior written
         consent,  and shall be returned to the Company and its affiliates  upon
         Executive's  retirement or other  termination  of  employment  with the
         Company.

                  7.8.2 The Company and  Executive  hereby  stipulate  and agree
         that as between them the foregoing matters are important, material, and
         confidential  proprietary  information and trade secrets and affect the
         successful conduct of the business of the Company, its affiliates,  and
         any  successor  or assignee of the Company and its  affiliates.  In the
         event  that  during   Executive's   employment   with  the  Company  or
         thereafter,  Executive  becomes employed by any employer other than the
         Company, Executive shall notify such employer of the terms of Article 7
         of this Agreement and all sections and subsections thereunder not later
         than  the  date on  which  Executive  commences  employment  with  such
         employer.

                  7.8.3  The   Company   and  the   Executive   agree  that  the
         restrictions related to disclosure of proprietary information shall not
         be  applicable  if the  Executive  is directed to disclose  proprietary
         information  pursuant to an order of a court or regulatory  agency with
         applicable  jurisdiction,  or if the  Executive's  failure to  disclose
         proprietary  information  would result in a violation of any applicable
         laws or  regulations.  Executive  agrees  that  upon the  receipt  of a
         subpoena  or other  legal  request  for  information  that may  include
         proprietary information, the Executive will promptly notify the Company
         of  such   subpoena  or  legal  request  and  shall  give  the  Company


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<PAGE>

         opportunity to object to the disclosure of such proprietary information
         prior to Executive's response.

         7.9  Normal  Business  Communications.  Notwithstanding  the  foregoing
Section  7.8,   Executive   may  engage  in   discussion   and   meetings   with
representatives  of a Competing Business in the normal course of the business of
the Company during Executive's employment with the Company.

         7.10     Enforcement of Covenants Not to Compete, Solicit or Disclose.

                  7.10.1 The Company and Executive intend that the provisions of
         Article 7 of this  Agreement  shall be fully  enforceable  as set forth
         herein.  To the extent that any court of competent  jurisdiction  finds
         that any such provision is  unenforceable  by reason of its duration or
         scope,  the  Company  and  Executive  agree  that it shall be  enforced
         insofar  as it may be  enforced  within  the  limits of the law of that
         jurisdiction  but that the  Agreement  as a whole  shall be  unaffected
         elsewhere.

                  7.10.2 The Company and  Executive  recognize  and  acknowledge
         that the Company, by the Agreement,  has sought to prohibit competition
         and  disclosure  of  confidential   information  by  Executive   during
         Executive's  employment  with  the  Company  and  thereafter  and  that
         Executive's  performance  of services  or  disclosure  of  confidential
         information  in  contravention  of the Agreement or other breach of the
         provisions  of Article 7 of this  Agreement  would  consequently  cause
         immediate  and  irreparable  harm to the  business  and goodwill of the
         Company and its affiliates, the exact amount of which will be difficult
         or  impossible  to  ascertain,  and that  damages,  if any,  and  other
         remedies  at law would be  inadequate.  Accordingly,  should  Executive
         perform  or  attempt  or  threaten  to  perform  services  or  disclose
         confidential information in contravention of the Agreement or otherwise
         breach the  provisions  of  Article 7 of this  Agreement,  the  Company
         shall, in addition to any and all other remedies  available to it under
         the Agreement, have the right to seek and obtain an injunction or other
         equitable relief,  restraining and preventing Executive from performing
         such services, disclosing such information, or breaching the provisions
         of Article 7 of this Agreement.


                                    ARTICLE 8
                               GENERAL PROVISIONS

         8.1  Entire  Agreement.  The  Agreement  is  intended  to be the final,
complete,   and  conclusive  agreement  between  the  parties  relating  to  the
employment  of the  Executive by the Company  with respect to the Term,  and all
prior or contemporaneous understandings,  representations,  and statements, oral
or written, are merged herein. No modification, waiver, amendment, discharge, or
change of the Agreement  shall be valid unless the same is in writing and signed
by the party against which the enforcement thereof is or may be sought.


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         8.2 No Waiver.  No waiver by conduct or  otherwise  by any party of any
term, provision, or condition of the Agreement shall be deemed or construed as a
further or continuing waiver of any such term,  provision,  or condition or as a
waiver of a similar or dissimilar  condition or provision at the same time or at
any prior or subsequent time.

         8.3 Remedies Not Exclusive.  No remedy conferred by any of the specific
provisions  of the  Agreement is intended to be  exclusive of any other  remedy,
except as expressly  provided in the Agreement,  and each and every remedy shall
be  cumulative  and in addition to every other remedy given  hereunder or now or
hereafter  existing in law, in equity, by statute,  or otherwise.  No failure by
any party to exercise and no delay in  exercising  any rights shall be construed
or deemed to be a waiver thereof, and no single or partial exercise by any party
shall preclude any other or future exercise thereof or the exercise of any other
right.

         8.4 Notices. Except as otherwise provided in the Agreement, any notice,
approval,  consent,  waiver, or other communication  required or permitted to be
given or to be served upon any person or entity in connection with the Agreement
shall be in writing.  Such notice  shall be either  personally  served,  sent by
telegram,  tested telex, fax, cable,  prepaid  registered or certified mail with
return receipt  requested,  or by other express mail service and shall be deemed
given at the time such  notice was  actually  given if  personally  served or by
express mail  service,  or two  business  days  following  delivery by telegram,
telex,  fax, cable, or mail. Any notice given by telegram,  telex, fax, or cable
shall  be  confirmed  in  writing  by the  carrier  making  the  service  within
forty-eight hours after being sent. Such notices shall be addressed to the party
to whom such notice is to be given at the party's  address set forth below or as
such party shall otherwise direct.

         If to the Company:         Cytomedix, Inc.
                                    1523 South Bowman Road, Suite A
                                    Little Rock, Arkansas  72211

         If to Executive:           Dr. Kshitij Mohan
                                    25 Beman Woods Court
                                    Potomac, Maryland  20854

         8.5  Assignment.  This  Agreement  is intended to bind and inure to the
benefit  of and be  enforceable  by the  Executive  and the  Company,  and their
respective  successors,  heirs (in the case of  Executive)  and assigns,  except
that: (1) the Agreement and the Executive's rights and obligations hereunder may
not be assigned by the Executive,  and any purported assignment by the Executive
in violation  hereof  shall be null and void;  and (2) in the event of any sale,
transfer,  or other  disposition  of all or  substantially  all of the Company's
assets or business,  whether by merger,  consolidation or otherwise, the Company
may assign the Agreement  and its rights  hereunder,  only with the  Executive's
consent and only  provided  that such  assignment  shall not limit the Company's
liability  under the  Agreement  to the  Executive.  Notwithstanding  any of the
foregoing,  all of Executive's rights and interest hereunder shall be assignable
to Executive's legal representatives,  executors or conservators in the event of
Executive's Death or Disability.


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<PAGE>

         8.6  Governing  Law. The  Agreement  shall be construed and enforced in
accordance with the laws of Arkansas  without giving effect to the principles of
conflict  of laws  thereof.  Venue for any  dispute  resolution  shall be in the
Commonwealth  of  Virginia or the State of  Maryland,  at the sole choice of the
Executive.

         8.7  Counterparts.  The  Agreement  may be  executed  in any  number of
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one instrument.

         8.8 Severability. The provisions of the agreement are severable, and if
any provision or application thereof is held invalid or unenforceable, then such
holding shall not affect any other provision or application.

         8.9 Arbitration.  Any controversy or claim arising out of or related to
the Agreement or the breach  thereof shall be settled by binding  arbitration in
accordance   with  the  rules  then  in  effect  of  the  American   Arbitration
Association,  which arbitration shall be held in the Commonwealth of Virginia or
the State of Maryland,  at the sole choice of the  Executive.  The  arbitrator's
decision shall be binding and final, and judgment upon the award rendered may be
entered in any court having jurisdiction thereof.

         8.10 Injunctive Relief. The Executive agrees that it would be difficult
to compensate  Company fully for damages for any violation of the  provisions of
the  Agreement,  including  without  limitation  the  provisions  of  Article 7.
Accordingly,  the  Executive  specifically  agrees  that  the  Company  and  its
successors  and assigns shall be entitled to temporary and permanent  injunctive
relief to enforce the provisions of the Agreement. The provision with respect to
injunctive relief shall not, however, diminish the right of the Company to claim
and recover damages in addition to injunctive relief.


                  [Remainder of Page Intentionally Left Blank]


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Employment Agreement                                                     Page 14
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<PAGE>


         IN WITNESS  WHEREOF,  the parties  execute the Agreement  effective the
date first above written.


                                      COMPANY:

                                      CYTOMEDIX, INC., a Delaware corporation


                                      By:
                                             ---------------------------------
                                      Title:
                                             ---------------------------------

                                      Date:
                                             ---------------------------------


                                      EXECUTIVE:



                                      ----------------------------------------
                                               Dr. Kshitij Mohan

                                      Date:
                                             ---------------------------------



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Employment Agreement                                                     Page 15
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<PAGE>

                                   APPENDIX 1
                                INDUCEMENT AWARD

         A.  Option Grant

         In  consideration of Executive's  execution of this Agreement,  Company
agrees to  immediately  grant  Executive  stock options for 1,000,000  shares of
Company's  common stock at an exercise price of $1.50 per share (the "Inducement
Award").  Options  for  500,000  shares  will be fully  vested  and  immediately
exercisable  upon  commencement of Executive's  employment.  Options for 250,000
shares shall vest and be exercisable  upon the first  anniversary of the date of
employment  provided Executive remains employed by the Company upon such date or
is  otherwise  entitled  to  immediate  or  continued  vesting  as a  result  of
termination as specified under Article 5 of this Agreement.  Options for 250,000
shares shall vest and be exercisable upon the second  anniversary of the date of
employment  provided Executive remains employed by the Company upon such date or
is  otherwise  entitled  to  immediate  or  continued  vesting  as a  result  of
termination as specified under Article 5 of this  Agreement.  All vested options
comprising the Inducement Award (and all rights with respect thereto, including,
without limitation,  the rights provided in Sections B and D of this Appendix 1)
shall  continue  to  be  exercisable  until  the  original  date  of  expiration
notwithstanding  the Company's  termination of Executive's  employment under the
Agreement.

         B.  Anti-Dilution Provisions

         The  Inducement  Award shall be subject to the following  anti-dilution
provisions:

         The Company  represents  that as if the Effective Date, the outstanding
common stock of the Company on a fully  diluted basis (which  reflects,  without
limitation,  full  exercise  of all  outstanding  but  unexercised  options  and
warrants,  full  conversion of all convertible  stock and  securities,  and full
issuance of dividends accrued and payable in stock) is 36,167,304 shares.  Thus,
the Inducement  Award provided in Section A of this Appendix 1 constitutes  2.76
percent (2.76%) (the "Target  Percentage") of the outstanding  common stock on a
fully diluted basis as of the Effective Date (not including any security  issued
to or controlled by the Executive).  Upon commencement of Executive's employment
and the award of the Inducement Grant, the Company shall prepare and the Company
and  Executive  shall  execute  mutually  a  schedule  setting  forth the Target
Percentage and the method of calculating the same.

         In the event the Company  issues  additional  shares of common stock or
other  security  convertible  into or exercisable  for common stock  (including,
without  limitation,  other  options,  warrants  or  debt  securities,  but  not
including  any  security  issued to the  Executive),  the  Company  shall  issue
Executive  additional  options to purchase  common stock at an exercise price of
$1.50 so that,  assuming the exercise of all options previously issued and to be
issued as part of the Inducement  Award,  the Executive  would be the beneficial
owner of the Target Percentage of the outstanding common stock of the Company on
a fully diluted basis (not including any  securities  owned or controlled by the
Executive).

         However,  in no event  shall this  Section B of  Appendix 1 entitle the
Executive to receive options to purchase more than 1,000,000  additional  shares


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Employment Agreement                                                     Page 16
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<PAGE>

of common  stock,  so that the total number of shares of common  stock  issuable
upon the exercise of  Inducement  Award  options  shall never  exceed  2,000,000
shares (the foregoing 1,000,000 and 2,000,000 values being subject to adjustment
for stock splits or stock  dividends  as provided in Section C of this  Appendix
1). Any additional  options issued under this Section B of Appendix 1 shall vest
as if such  options had been  issued as part of the  original  Inducement  Award
(i.e.,  one-half  of the  additional  options  will be  immediately  vested  and
exercisable,  one-quarter  shall  vest and  become  exercisable  upon the  first
anniversary of the Executive's employment provided Executive remains employed by
the Company  upon such date or is  otherwise  entitled to immediate of continued
vesting  as a result  of a  termination  as  specified  under  Article 5 of this
Agreement,  and one quarter  shall vest and become  exercisable  upon the second
anniversary of the Executive's employment provided Executive remains employed by
the Company  upon such date or is  otherwise  entitled to immediate or continued
vesting  as a  result  of a  termination  as  specified  in  Article  5 of  this
Agreement.  If, for example, the issuance of additional options pursuant to this
Section B of  Appendix 1 occurred  after the first  anniversary  of  Executive's
employment, three quarters of the additional options would be immediately vested
and  exercisable  and one quarter would vest and be exercisable  upon the second
anniversary of Executive's  employment,  assuming  Executive remains employed by
the Company  upon such date or is  otherwise  entitled to immediate or continued
vesting  as a  result  of  termination  as  specified  under  Article  5 of this
Agreement).  Any  additional  options  issued under this Section B of Appendix 1
shall also be considered a part of the Inducement Award for all other rights and
purposes under this Appendix B.

         C.  Adjustment Upon Change in Stock Split or Stock Dividend

         In the event that the Company issues any stock dividend upon its shares
of common stock or undergoes a stock split with respect to its common stock, the
Inducement  Award options shall provide for a  corresponding  and  proportionate
adjustment to the number of shares subject to the  Inducement  Award options and
to the exercise  price thereof (for example,  in the event of a 5:1 stock split,
the number of options would be increased to 5,000,000 and the exercise price per
share would be reduced to $0.30 per share).  The limitation on the number shares
of  common  stock  which  may be  subject  to  options  issued  pursuant  to the
Anti-Dilution  Provisions of Section B of this  Appendix 1 (1,000,000  shares of
common stock) shall also be similarly adjusted in such event.

         D.  Registration Rights

         In the event the Executive  exercises  any of the options  constituting
the  Inducement  Award,  the  Company  shall  use  its  best  efforts  to  issue
unrestricted common stock to the Executive upon such exercise. To the extent the
Company  issues  restricted  common stock to the Executive  upon his exercise of
options  constituting the Inducement Award, the Company shall use its reasonable
best efforts to register the Executive's  resale of such common stock as soon as
practicable, but in no event the next subsequent registration statement filed by
Company  with the SEC,  and in any  event no later  than the end of  Executive's
second year of employment.  Company shall indemnify and hold Executive  harmless
from and against all losses or expenses  arising  from such  registration  other
than  liability  arising from fraud or criminal acts of Executive.  In the event
that the Company proposes to effect a sale or offering of shares of common stock
through any  underwriter  on a firm  commitment or best efforts  basis,  Company
agrees to notify  Executive,  and if so elected  by  Executive,  to include  all


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Employment Agreement                                                     Page 17
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<PAGE>

shares  desired  by  Executive  within the  shares to be sold  pursuant  to such
offering.  In the event that other shareholders hold similar registration rights
and the  underwriter  is not  willing  or able to sell all such  shares  in such
offering,  then  Executive  shall have the right to  participate on a pari passu
"most favored nation" basis with all other common  shareholders  holding similar
such  registration  rights.  The option  agreement  will include a  registration
rights provision which incorporates all of the foregoing.

         Notwithstanding  the above, the Executive  understands and acknowledges
that certain  provisions of federal  and/or state  securities  law may limit his
ability to sell the common stock issued to him upon  exercise of the  Inducement
Award  options  and  Executive  agrees  to  comply  with  any  federal  or state
securities law applicable to such sale.

         E. Continuation of Rights.

         The Executive's  rights to additional  options pursuant to Section B of
this Appendix 1 (Anti-Dilution  Provisions) shall continue until the earlier of:
(i) the date upon which Executive has received the maximum possible total number
of additional options permissible under the anti-dilution  provisions of section
B of this Appendix 1 (1,000,000,  subject to adjustment  under Section C of this
Appendix B), or (ii) the date  Executive  is no longer  employed by the Company,
whether under this  Agreement or otherwise.  All other rights  contained in this
Appendix 1 and  applicable  to the  Inducement  Award or the common  stock to be
issued upon exercise of options  comprising the  Inducement  Award shall survive
the  expiration or  termination  of this  Agreement and continue with respect to
vested  Inducement Award options and Inducement Award options which may continue
to vest after  termination as a result of the specific  provisions  contained in
Article 5 of this  Agreement  through the full term of such options  (and,  with
respect to shares of common stock acquired  through exercise of Inducement Award
options  shall  continue  through  Executive's  full period of ownership of such
shares unless sooner fulfilled).

         F.  Other Provisions

         The  Company  and the  Executive  agree that this  Inducement  Award is
subject to  modification  or  amendment  by mutual  agreement of the Company and
Executive  if the  Company  and the  Executive  determine  in good faith that an
amendment or modification  would maintain the economic benefit of the Inducement
Award to the Executive,  but would mitigate any adverse economic impact upon the
Company or the Executive.  In such event, the Company and the Executive agree to
negotiate  such  amendment  or  modification  in good  faith and use their  best
efforts to amend or modify the  Inducement  Award as will  maintain the economic
benefit to  Executive  reflected in the  Inducement  Award  structure  reflected
above.  The  obligation  under  Section 3.2 of the  Agreement  to  complete  all
necessary  documents related to the Inducement Award within ten (10) days of the
Effective  Date shall be suspended  if the  Executive  and the Company  elect to
discuss or otherwise  consider an amendment or  modification  to the  Inducement
Award. Such documents shall be completed within ten (10) business days following
the mutual agreement  between the Company and the Executive as to the final form
and structure of the Inducement Award.


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Employment Agreement                                                     Page 18
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<PAGE>


                                   APPENDIX 2

                                  ANNUAL BONUS

A.       Bonus

         Executive's  Bonus  for the first  year of the  Initial  Term  shall be
$100,000, notwithstanding the achievement of any Performance Criteria.

         If Executive meets the Performance  Criteria that have been agreed upon
by the Company and the Executive,  per Section 3.3 of this Agreement,  the bonus
for the first and second year of the Initial  Term shall be $150,000  each year.
The  Executive  may  elect to  receive  all or part of his bonus in the first or
second year of the Term in the form of stock at $1.50 per shares. In each of the
first and second years of the Term, the Executive  shall also receive options to
purchase  100,000 shares of common stock at an exercise  price of $1.50,  vested
immediately  upon grant and with a 10-year  exercise  term.  All vested  options
comprising  an Annual  Bonus award shall  continue to be  exercisable  until the
original  date  of  expiration  notwithstanding  the  Company's  termination  of
Executive's employment under the Agreement.

B.       Performance Criteria

         The Performance  Criteria for the first year will be agreed upon by the
Company and the Executive, as outlined in Section 3.3.


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Employment Agreement                                                     Page 19
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<PAGE>


                                   APPENDIX 3

                                 FRINGE BENEFITS

         The Company and the  Executive  have agreed to a $25,000 per year "perk
package."  This amount will be paid at the beginning of each year of the Term in
cash or through a  combination  of cash and other  benefits in kind, at the sole
choice of Executive.



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Employment Agreement                                                     Page 20
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