EXHIBIT 10.16


                        AMENDED AND RESTATED AGREEMENT

     This Amended and Restated  Agreement  ("Agreement"),  dated March 19, 2004,
amends and  supersedes  the Letter  Agreement  dated  January 30,  2004,  by and
between Cytomedix, Inc. (the "Company") and Burnham Hill Partners ("BHP").

I.      Services to Be Rendered

BHP shall act as the Company's  placement  agent in connection  with the private
placement of $2.8 million of Series C  Convertible  Preferred  Stock  ("Series C
Stock")  and  warrants  (the  "Financing").  Of the total  amount of  securities
offered and sold in the  Financing,  $1.5  million  shall be offered and sold to
Ritchie Capital  Management  ("Ritchie") or an entity  "affiliated" with Ritchie
(as defined in Rule 12b-2 under the Securities  Exchange Act of 1934  ("Exchange
Act")).  The remaining $1.3 million shall be offered and sold only to individual
"accredited"  investors  (as defined in Rule 501 under the Exchange Act) who are
natural persons with high net worth. The Financing will involve a transaction or
transactions  exempt from  registration  under the  Securities  Act of 1933,  as
amended,  and in compliance  with the  applicable  laws and  regulations  of any
jurisdiction  in which the  securities  offered in the  Financing are offered or
sold.

In  connection  with this  Agreement,  BHP will  advise  the  Company  as to the
specific terms of the  securities to be offered in the  Financing,  consult with
the Company as to potential  purchasers  of the  securities to be offered in the
Financing,  assist in the preparation and  distribution of appropriate  offering
materials to be used in connection with the Financing, and arrange the Financing
at a price and on terms acceptable to the Company.  BHP shall not have the power
or  authority to bind the Company to any sale of the  securities  offered in the
Financing.  Only the  Company  shall have the  authority  to approve any sale or
transfer of any security to be offered in the Financing.

BHP shall be  permitted  to engage  the  services  of one or more  sub-placement
agents,  subject to the  Company's  approval  and  consent to the  sub-placement
agent(s) selected by BHP.

The rights,  duties and  obligations of BHP as contained in this Agreement shall
be limited only to the Financing as described  above.  BHP shall have no rights,
duties or  obligations  with  respect  to any other  offering  of the  Company's
securities, including,  specifically, (i) any exchange of Series C Stock for the
Company's existing preferred stock, or (ii) any offering of the Company's common
stock and/or rights to purchase the Company's common stock.

II. Compensation and Expense  Reimbursement

The Company  shall pay to BHP a cash fee equal to ten percent (10%) of the gross
proceeds received by the Company in connection with the Financing.

BHP or its assigns shall receive Placement Agent Warrants representing the right
to purchase  that number of shares of the  Company's  common  stock equal to ten
percent (10%) of the common shares  underlying the aggregate  number of Series C
Stock sold as a result of BHP's  services  as  placement  agent  hereunder.  The
Placement  Agent Warrants  shall be  exercisable at the conversion  price of the
Series C Stock and shall  expire  five (5) years  from the  issuance  date.  The
common stock to be issued upon exercise of the Placement  Agent  Warrants  shall
have standard  piggyback  registration  rights, a cashless  exercise  provision,
shall be  non-redeemable  and shall be  included in the  registration  statement
covering the common stock to be issued upon  conversion of the Series C Stock to
be issued in the Financing.

The Company shall  provide to BHP periodic  reimbursement  of all  out-of-pocket
expenses,  which  amount  shall not exceed  $10,000  without  the prior  written
approval of the Company.

III.    Notice

Notice given pursuant to any of the provisions of this Agreement  shall be given
in writing  and shall be sent by  recognized  overnight  courier  or  personally
delivered  (a) if to the Company,  to its office at 1523 Bowman  Road,  Suite A,
Little  Rock,  Arkansas,  72211.  (b) if to BHP, to its office at 570  Lexington
Avenue, New York, NY 10022. Attention: Jason Adelman, Managing Director.

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IV.     Confidentiality

Unless  otherwise  required by applicable law, no advice or opinion  rendered by
BHP,  whether  formal or informal,  may be  disclosed,  in whole or in part,  or
summarized,  excerpted  from or otherwise  referred to without its prior written
consent.  In addition and unless  otherwise  required by applicable law, BHP may
not be otherwise referred to without its prior written consent.

BHP agrees  that all  confidential  information  which it may now possess or may
obtain  relating to the business,  financial  condition,  results of operations,
business properties,  assets or liabilities,  or future prospects of the Company
may not be published,  disclosed or made accessible by it to any other person or
any entity at any time or used by it without the written consent of the Company;
provided, however, that the restrictions of this sentence shall not apply (a) as
may  otherwise be required by law, (b) as may be  necessary  or  appropriate  in
connection with this Agreement,  or (c) to the extent such information  shall be
or shall otherwise become publicly available.

V.      Term

     BHP's  engagement  under this Agreement  shall terminate the earlier of (i)
such  date  that the  Company  has  received  and  accepted  valid  subscription
agreements and funds representing commitments to invest at least $2.8 million in
the Financing as provided in Section I above,  or (ii) thirty (30) days from the
date of this Agreement.

VI.     Consulting Agreement

     In connection with the Company's  future  financing and marketing  efforts,
BHP agrees to serve as a  consultant  to the Company  for a six-month  term with
compensation  of $5,000 per month.  As further  compensation  for the consulting
services  provided by BHP,  BHP shall be  entitled  to warrants  granting it the
right to purchase  100,000  shares of the  Company's  common  stock at $1.00 per
share.

VII.    Indemnification

The Company shall  indemnify and hold harmless BHP, its  affiliates,  directors,
officers,  partners, agents and controlling persons (collectively,  "Indemnified
Persons")  from and against any and all losses,  claims,  damages or liabilities
(including  actions or proceedings in respect thereof)  (collectively  "Losses")
related  to or  arising  out of (A)  any  untrue  statement  or  alleged  untrue
statement of a material  fact  contained  in any  information  (whether  oral or
written) or documents,  including, without limitation, any information furnished
by the  Company  and made  available  directly  or through BHP to any offeree of
securities  involved in the  Financing or any of their  representatives,  or the
omission or the alleged  omission to state therein a material fact  necessary in
order  to make  the  statements  therein  not  misleading,  in the  light of the
circumstances under which they were made, or (B) otherwise related to or arising
out of the engagement pursuant to this Agreement.  The Company shall be entitled
to seek  reimbursement  of any indemnity  payments made hereunder if it is found
that the Losses resulted primarily from the bad faith or gross negligence of any
Indemnified  Person,  breach  of this  Agreement,  or any  Indemnified  Person's
failure to comply with any federal or state law.

The Company will  reimburse  each  Indemnified  Person for  reasonable  expenses
(including reasonable fees and disbursements of counsel) as they are incurred by
such  Indemnified  Person in  connection  with  investigating,  preparing for or
defending  any  action,  claim,  investigation,  inquiry,  arbitration  or other
proceeding ("Action") referred to above (or enforcing the Agreement).

The Company's  obligations hereunder shall be in addition to any rights that any
Indemnified  Person may have at common law or otherwise.  Solely for the purpose
of enforcing the  indemnification  provisions under this Agreement,  the Company
hereby consents to personal  jurisdiction  and to service and venue in any court
in which any claim seeking Losses covered by this  indemnification  provision is
brought by or against any Indemnified  Person. The Company  acknowledges that in


Amended and Rstated Agreement                                     March 19, 2004

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connection  with the engagement  pursuant to this Agreement you are acting as an
independent  contractor  with  duties  owing  solely  to the  Company.  BHP  AND
CYOTMEDIX  HEREBY  AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY
CLAIM,  COUNTER-CLAIM  OR ACTION ARISING OUT OF THE ENGAGEMENT  PURSUANT TO THIS
AGREEMENT, BHP'S PERFORMANCE THEREOF OR THIS INDEMNIFICATION PROVISION.

These  indemnification  provisions shall apply to the engagement pursuant to the
Agreement  (including  related  activities  prior  to the date  hereof)  and any
modification thereof and shall remain in full force and effect regardless of the
completion or termination of BHP's engagement hereunder.

VIII.   Miscellaneous

BHP is a division of Pali Capital  Inc., a European  American  Investment  Group
Company.  This Agreement shall remain in full force and effect as to BHP and the
Company in the event that BHP becomes an independent  entity. In connection with
this  engagement,  BHP is acting as an independent  contractor with duties owing
solely to the Company.  Each of BHP and the Company  agrees that the other party
has no fiduciary  duty to it or its  stockholders,  officers and  directors as a
result of the engagement described in this Agreement. This Agreement,  including
the indemnification provisions provided in Section VI above, shall be under seal
and governed by and  construed in  accordance  with the laws of the State of New
York without regard to conflicts of law principles  thereof.  This Agreement may
not be  amended or  modified  except in  writing  signed by each of the  parties
hereto.

This Agreement  contains the entire agreement of the parties with respect to the
subject  matter  hereof  and  supersedes  and  takes  precedence  over all prior
agreements  or  understandings,  whether  oral or  written,  between BHP and the
Company.  The invalidity or  unenforceability of any provision of this Agreement
shall not affect the validity or  enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.

Accepted and Agreed:

Burnham Hill Partners               Cytomedix, Inc.

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


Amended and Rstated Agreement                                     March 19, 2004

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