EXHIBIT 4.23


                         REGISTRATION RIGHTS AGREEMENT

        This  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement"),   dated  and
effective  this ___ day of  October,  2003,  by and  among  CYTOMEDIX,  INC.,  a
Delaware  corporation,  (the "Company"),  and Stern & Co., 50 Rockefeller Plaza,
Suite 1038, New York, NY 10020,  together with any assignee or transferee of all
of its respective registration rights hereunder (the "Investor").

     WHEREAS:

     A. In  connection  with the  Services  Agreement  by and among the  parties
hereto  of even  date  herewith  (the  "Services  Agreement")  and  the  Warrant
Agreement by and among the parties  hereto of even date  herewith  (the "Warrant
Agreement"),  the  Company  has  agreed,  upon  the  terms  and  subject  to the
conditions  contained therein,  to issue to the Investor shares of the Company's
common stock (the "Common Stock"); and

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

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

     1. DEFINITIONS.

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

     (a) "Effective Date" means the effective date of this Agreement;

     (b)  "Confidential  Offering  Memorandum"  means the Confidential  Offering
Memorandum of the Company dated June 4, 2003;

     (c)  "Investors"  includes the Investor  and all other  initial  holders of
Common Stock to be included in a Registration  Statement (defined below) and any
transferee  or  assignee  who agrees to become  bound by the  provisions  of the
applicable registration rights agreement;

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



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     (e) "Registrable Securities" means the shares of Common Stock offered, sold
and issued pursuant to the Confidential  Offering  Memorandum  and/or any shares
issued  pursuant to a Services  Agreement  (including  any shares  issuable upon
exercise of  warrants)  and any shares of Common  Stock  issued or issuable as a
dividend  on or in  exchange  for  or  otherwise  with  respect  to  any  of the
foregoing,  provided,  that any  shares of  Common  Stock  which  have been sold
pursuant to a Registration  Statement or which may be sold without  registration
or  restriction  (including  volume  limitations)  shall cease to be Registrable
Securities hereunder; and

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

2.      PIGGYBACK REGISTRATION.

     (a) Following the Effective  Date,  each time that the Company  proposes to
register a public offering solely of its Common Stock,  other than pursuant to a
Registration  Statement  on Form S-4 or Form S-8 or similar or  successor  forms
(collectively,  Excluded Forms),  the Company shall promptly give written notice
of such proposed  registration to all holders of Registrable  Securities,  which
shall  offer such  holders  the right to request  inclusion  of any  Registrable
Securities in the proposed Registration Statement.

     (b) Each holder of Registrable  Securities shall have ten (10) days or such
longer  period  as shall be set forth in the  notice  from the  receipt  of such
notice to  deliver to the  Company a written  request  specifying  the number of
shares of  Registrable  Securities  such holder intends to sell and the holder's
intended plan of disposition.

     (c) In the event that the  proposed  Registration  Statement by the Company
is, in whole or in part, an  underwritten  public  offering of securities of the
Company,  any  request  under  Section  2(b) may  specify  that the  Registrable
Securities be included in the  underwriting  on the same terms and conditions as
the shares of Common Stock, if any,  otherwise  being sold through  underwriters
under such Registration Statement.

     (d) Upon receipt of a written request pursuant to Section 2(b), the Company
shall promptly use its best efforts to cause all such Registrable  Securities to
be registered, to the extent required to permit sale or disposition as set forth
in the written request.

     (e)  Notwithstanding  the  foregoing,  if the  managing  underwriter  of an
underwritten  public  offering,  determines  and  advises  in  writing  that the
inclusion  of  all  Registrable  Securities  proposed  to  be  included  in  the
underwritten  public  offering,  together with any other issued and  outstanding
shares of Common Stock proposed to be included therein by holders other than the
holders of Registrable  Securities (such other shares  hereinafter  collectively
referred to as the Other Shares),  would interfere with the successful marketing
of the securities  proposed to be included in the underwritten  public offering,
then the  number  of such  shares to be  included  in such  underwritten  public
offering shall be reduced,  and shares shall be excluded from such  underwritten
public offering in a number deemed necessary by such managing underwriter, first

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by excluding shares held by the directors,  officers,  employees and founders of
the  company,  and then,  to the  extent  necessary,  by  excluding  Registrable
Securities participating in such underwritten public offering, pro rata based on
the number of shares of  Registrable  Securities  each such  holder  proposed to
include.

     (f) All shares of Common  Stock that are not  included in the  underwritten
public  offering shall be withheld from the market by the holders  thereof for a
period,  not to exceed twelve (12) months following a public offering,  that the
managing underwriter  reasonably  determines as necessary in order to effect the
underwritten  public  offering.  The holders of such Shares  shall  execute such
documentation as the managing  underwriter  reasonably requests to evidence this
lock-up.

        3.      OBLIGATIONS OF THE COMPANY.

        If and  whenever  the  Company is under an  obligation  pursuant  to the
provisions  of Section 2 to use its best efforts to affect the  registration  of
any Registrable Securities, the Company shall have the following obligations:

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

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

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

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

     (e) The Company will promptly respond to any and all comments received from
the SEC (which  comments  shall promptly be made available to the Investors upon
request,  unless  they  relate to  information  for which the Company has sought
confidential treatment),  with a view towards causing the Registration Statement
or any  amendment  thereto  to be  declared  effective  by the  SEC as  soon  as
practicable,  shall promptly file an acceleration request as soon as practicable
following  the  resolution  or clearance of all SEC comments or, if  applicable,
following  notification by the SEC that any such  Registration  Statement or any
amendment thereto will not be subject to review and shall promptly file with the
SEC a final prospectus as soon as practicable  following  receipt by the Company
from the SEC of an order declaring the Registration Statement effective.

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

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

     (h) The Company  shall make  available  for  inspection  by any Investor or
Investor's counsel, or any underwriter participating in any disposition pursuant
to a  Registration  Statement  (collectively,  the  "Inspectors")  all pertinent
financial and other records, and pertinent corporate documents and properties of
the  Company  (collectively,  the  "Records"),  as  shall be  reasonably  deemed
necessary  by each  Inspector  to enable  each  Inspector  to  exercise  its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for purposes of such due diligence; provided, however, that each Inspector shall
hold in confidence and shall not make any disclosure  (except to an Investor) of
any Record or other information which the Company determines in good faith to be

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confidential,  and of which determination the Inspectors are so notified, unless
(a)  the  disclosure  of such  Records  is  necessary  to  avoid  or  correct  a
misstatement or omission in any Registration Statement,  (b) the release of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court or
government  body  of  competent  jurisdiction,  or (c) the  information  in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other  agreement.  The Company shall not be required
to disclose any confidential  information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and substance  satisfactory to the Company).  Each Inspector agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body of competent  jurisdiction  or through other means,  give
prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for,  the  Records  deemed  confidential.   Nothing  herein  (or  in  any  other
confidentiality  agreement between the Company and any Investor) shall be deemed
to limit the Investor's ability to sell Registrable Securities in a manner which
is otherwise consistent with applicable laws and regulations.

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

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

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


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        4.      OBLIGATIONS OF THE INVESTORS.

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

     (a) It shall be a condition  precedent to the obligations of the Company to
complete  the  registration  pursuant  to this  Agreement  with  respect  to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it, and the intended method of disposition of the Registrable Securities
held by it as shall be reasonably  required to effect the  registration  of such
Registrable  Securities and shall execute such documents in connection with such
registration  as the Company  may  reasonably  request.  At least  fifteen  (15)
business  days prior to the first  anticipated  filing date of the  Registration
Statement, the Company shall notify each Investor of the information the Company
requires from each such Investor.

     (b) Each Investor,  by such Investor's written request for inclusion of its
Registrable Securities in a Registration Statement, agrees to cooperate with the
Company  as  reasonably   requested  by  the  Company  in  connection  with  the
preparation and filing of the Registration Statements hereunder.

     (c) In  the  event  the  Company  decides  to  engage  the  services  of an
underwriter, each Investor by requesting inclusion of its Registrable Securities
in a  Registration  Statement  agrees to enter into and perform such  Investor's
obligations  under an  underwriting  agreement,  in usual  and  customary  form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations,  with the managing underwriter of such offering and take such other
actions as are  reasonably  required  in order to  expedite  or  facilitate  the
disposition of the Registrable Securities.

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

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


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        5.      EXPENSES OF REGISTRATION.

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

6.      INDEMNIFICATION.

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


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then amended or  supplemented,  and such  corrected  prospectus  was timely made
available  by the Company and the  Indemnified  Person was  promptly  advised in
writing not to use the  incorrect  prospectus  prior to the use giving rise to a
Violation and such Indemnified Person, notwithstanding such advice, used it, and
(iv) in the case of gross negligence or willful misconduct by such Investor.

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

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

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

        7.      CONTRIBUTION.

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

        8.      REPORTS UNDER THE 1934 ACT.

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

     (a)  make  and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144;

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


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<PAGE>


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

        9.      AMENDMENT OF REGISTRATION RIGHTS.

        Provisions of this Agreement may be amended and the  observance  thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively  or  prospectively),  only with written consent of the Company and
Investors  who  hold at least  seventy-five  percent  (75%)  of the  Registrable
Securities.  Any amendment or waiver  effected in accordance with this Section 9
shall be binding upon each Investor and the Company.

        10.     MISCELLANEOUS.

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

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

                        If to the Company:

                        Cytomedix, Inc.
                        Attn:  Kent Smith, Chief Executive Officer
                        1523 S. Bowman Rd, Suite A
                        Little Rock, AR  72211

                        With copy to:

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

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<PAGE>

                        If to the Investor:

                        Stern & Co.
                        Attn: Shai Stern
                        50 Rockefeller Plaza
                        Suite 1038
                        New York, NY 10020

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

     (d)  THIS  AGREEMENT  SHALL  BE  ENFORCED,  GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF  ARKANSAS,  WITHOUT  REGARD  TO THE
PRINCIPLES  OF  CONFLICT  OF LAWS.  THE  PARTIES  HERETO  HEREBY  SUBMIT  TO THE
EXCLUSIVE  JURISDICTION  OF THE UNITED STATES  FEDERAL  COURTS LOCATED IN LITTLE
ROCK,  ARKANSAS WITH RESPECT TO ANY DISPUTE  ARISING UNDER THIS  AGREEMENT,  THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
THAT  SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING.  NOTHING  HEREIN SHALL AFFECT ANY PARTY'S  RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW. ALL PARTIES AGREE THAT A FINAL NON-APPEALABLE
JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN OTHER  JURISDICTIONS  BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.
THE PARTY  WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER THIS  AGREEMENT
SHALL BE  RESPONSIBLE  FOR ALL  FEES AND  EXPENSES,  INCLUDING  ATTORNEYS  FEES,
INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

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

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

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<PAGE>


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

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

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

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

     (k)  The  Company  acknowledges  that a  breach  by it of  its  obligations
hereunder will cause  irreparable  harm to each Investor by vitiating the intent
and purpose of the transactions  contemplated hereby.  Accordingly,  the Company
acknowledges  that the  remedy at law for breach of its  obligations  under this
Agreement will be inadequate and agrees,  in the event of a breach or threatened
breach by the Company of any of the provisions  under this Agreement,  that each
lnvestor shall be entitled,  in addition to all other available  remedies in law
or in  equity,  and  in  addition  to the  penalties  assessable  herein,  to an
injunction or injunctions  restraining,  preventing or curing any breach of this
Agreement and to enforce  specifically  the terms and provisions  hereof without
the necessity of showing  economic  loss and without any bond or other  security
being required.

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

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


CYTOMEDIX, INC.                         INVESTOR:


------------------------------------    ------------------------------------
By:     Kent Smith                      By:     Shai Stern
        Chief Executive Officer         Its:    ______________________________


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