EXHIBIT 4.24

THIS WARRANT AND THE  SECURITIES  ISSUABLE UPON THE  CONVERSION  HEREOF HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR
UNDER ANY APPLICABLE  STATE  SECURITIES LAWS. ALL SUCH SECURITIES ARE SUBJECT TO
RESTRICTIONS  ON  TRANSFERABILITY  AND RESALE  AND MAY NOT BE OFFERED  FOR SALE,
SOLD, ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED (A "TRANSFER")
WITHOUT  REGISTRATION  UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
WITHOUT AN OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION
IS NOT REQUIRED BECAUSE THE TRANSFER IS EXEMPT FROM REGISTRATION OR THE TRANSFER
MAY BE MADE PURSUANT TO RULE 144 OR RULE 144A UNDER THE ACT. INVESTORS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL  RISKS OF THIS  INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.


                              COMMON STOCK WARRANT

         For the Purchase of Shares of Common Stock of CYTOMEDIX, INC.

                                 April 1, 2003

     THIS  CERTIFIES  THAT,  Nadine  C.  Smith,  for  value  received,  and  her
successors and assigns (collectively, "Warrantholder"), is entitled to subscribe
for and purchase,  subject to the terms hereof, from Cytomedix, Inc., a Delaware
corporation   (the   "Company"),   ONE  MILLION   (1,000,000)   fully-paid   and
non-assessable  shares (the "Shares") of the Company's  Common Stock,  par value
$0.0001  per share  ("Common  Stock"),  at a price per share equal to $1.00 (the
"Warrant Exercise Price"), such price and such number of shares being subject to
adjustment upon the occurrence of the contingencies set forth in this Warrant.


     This Warrant is granted in connection  with the  Consulting  Agreement,  of
even  date  herewith,   by  and  between  the  Company  and  Warrantholder  (the
"Consulting Agreement").

     1.  Term.  Except  as  otherwise  provided  for  herein,  the  ONE  MILLION
(1,000,000) Shares represented by this Warrant shall be exercisable, in whole or
in part, at any time and from time to time, after the original  issuance date of
this  Warrant and ending at 5:00 p.m.,  central  standard  time,  on the seventh
anniversary  of the original  issuance  date of this  Warrant  (the  "Expiration
Date"); provided, however, unless on the Expiration Date stated above either (i)
the Shares are subject to an  effective  registration  statement  of the Company
under the Securities Act of 1933, as amended, or (ii) the Common Stock is listed
or included for quotation on at least one of the Nasdaq National Market, the New
York Stock  Exchange or the American Stock Exchange (and such listed trading has
not been  suspended or otherwise  restricted  pursuant to an effective  order of
such exchange), then the Expiration Date shall be extended through, and the term
"Expiration Date" shall be deemed to mean, the next following anniversary of the
original  issuance  date  of  this  Warrant  upon  which  one of  the  foregoing
conditions has been met.




<PAGE>


     2. Number of Shares; Vesting of Shares. Subject to the terms and conditions
set forth herein,  including the Expiration Date, the Warrantholder is entitled,
upon  surrender  of this  Warrant,  to  purchase  from the  Company  the  Shares
represented by this Warrant as follows:  (i) 500,000 Shares  represented by this
Warrant shall be exercisable,  in whole or in part, at any time and from time to
time,  after the original  issuance  date of this  Warrant,  and (ii) unless the
Consulting  Agreement  has been  terminated  by the Company for Cause as defined
below  prior to the first  anniversary  of the  original  issuance  date of this
Warrant,  the  remaining  500,000  Shares  represented  by this Warrant shall be
exercisable, in whole or in part, at any time and from time to time, on or after
the first  anniversary  of the  original  issuance  date of this  Warrant,  such
numbers  of Shares  being  subject  to  adjustment  upon the  occurrence  of the
contingencies set forth in this Warrant.

     For purposes of this Section 2, "Cause" for  termination  of the Consulting
Agreement  means any of the  following:  (a) the  failure or  inability  for any
reason of  Warrantholder  to diligently or effectively  perform her duties under
this Agreement or the Consulting Agreement,  (b) the commission by Warrantholder
of any act involving moral turpitude or the commission by  Warrantholder  of any
act or the suffering by Warrantholder of any occurrence or state of facts, which
materially  and adversely  affects the Company's  business  reputation,  (c) the
breach by  Warrantholder  of any material term of, or the failure to perform any
material covenant  contained in, the Consulting  Agreement,  or (d) the material
violation by  Warrantholder of written  instructions or policies  established by
the  Company  with  respect to the  operation  of its  business  and  affairs or
Warrantholder's  failure to carry out the reasonable instructions of the Company
within the scope of the Warrantholder's  "Consulting Services" as defined in the
Consulting Agreement.


3.      Method of Exercise; Net Issue Exercise.

     ( ) Method of  Exercise;  Payment;  Issuance of New  Warrant.  The purchase
right  represented  by this Warrant may be exercised  by the holder  hereof,  in
whole  or in part  and  from  time to time,  by the  surrender  of this  Warrant
(together  with the notice of exercise form  attached  hereto as Exhibit A, duly
executed)  at the  principal  office of the  Company  and by the  payment to the
Company,  by check or bank  draft,  of an  amount  equal to the then  applicable
Warrant  Exercise Price per share  multiplied by the number of Shares then being
purchased.   The  person  or  persons  in  whose   name(s)  any   certificate(s)
representing the Shares shall be issuable upon exercise of this Warrant shall be
deemed to have become the  holder(s)  of record of, and shall be treated for all
purposes as the record  holder(s) of, the Shares  represented  thereby (and such
Shares  shall be deemed to have been issued)  immediately  prior to the close of
business on the date or dates upon which this Warrant is exercised. In the event
of any exercise of the rights represented by this Warrant,  certificates for the
Shares of stock so purchased  shall be delivered to the holder hereof as soon as
possible and in any event  within 30 days of receipt of such notice and,  unless
this Warrant has been fully exercised or expired, a new Warrant representing the
portion of the Shares, if any, with respect to which this Warrant shall not then
have  been  exercised  shall  also be  issued  to the  holder  hereof as soon as
possible and in any event within such 30-day period.


                                       2
<PAGE>


     ( ) Net Issue  Exercise.  In lieu of  exercising  this Warrant  pursuant to
subsection (a) above, the  Warrantholder may from time to time elect to receive,
without the payment by the Warrantholder of any additional consideration, shares
of Common Stock equal to the value of this Warrant (or the portion thereof being
canceled, which number of shares being canceled pursuant to this subsection 3(b)
may not exceed the number of shares that the Warrantholder  would be entitled to
exercise at such time  pursuant to  subsection  (a) above) by  surrender of this
Warrant at the  principal  office of the  Company  together  with notice of such
election,  in which event the Company shall issue to the  Warrantholder a number
of shares of Common Stock computed using the following formula:

                                  X = Y(A - B)
                                      --------
                                          A

     Where: X = The  number  of  shares  of  Common  Stock to be  issued  to the
                Warrantholder.

          Y    = The number of Shares purchasable under this Warrant at the time
                 of such exercise.

          A    = The fair market value of one share of Common Stock, at the time
                 of such exercise.

          B    = The  Warrant  Exercise  Price (as  adjusted to the date of such
                 calculation).

For purposes of this Section 3(b),  the fair market value of one share of Common
Stock as of a particular  date shall be, (i) in the event a public market exists
for the Company's Common Stock on the date of exercise, the closing bid price of
one share of Common Stock on the date of exercise  or, (ii) if no public  market
exists for the Common Stock, as mutually  determined in good faith upon a review
of all factors deemed  appropriate  by the Company's  Board of Directors and the
Warrantholder; provided, that if the Warrant is being exercised upon the closing
of an initial  public  offering,  the value shall be the  initial  "price to the
public" of one share of such Common Stock specified in the final prospectus with
respect to such offering.

     4. Stock Fully Paid;  Reservation of Shares.  All Shares that may be issued
upon  the  exercise  of the  rights  represented  by this  Warrant  shall,  upon
issuance,  be fully paid and  nonassessable,  and free from all taxes, liens and
charges with respect to the issue  thereof.  During the period  within which the
rights  represented  by the Warrant may be  exercised,  the Company shall at all
times have  authorized and reserved for the purpose of issuance upon exercise of
the purchase rights evidenced by this Warrant,  a sufficient number of shares of
its Common Stock to provide for the exercise of the rights  represented  by this
Warrant.

     5.  Adjustment of Warrant  Exercise Price and Number of Shares.  The number
and kind of  securities  purchasable  upon the  exercise  of the Warrant and the
Warrant Exercise Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:
                                       3
<PAGE>




     ( ) Reclassification or Merger. In case of any reclassification,  change or
conversion  of  securities  of the class  issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or  combination),  or in
case of any merger of the Company with or into another corporation (other than a
merger with another corporation in which the Company is a continuing corporation
and which  does not  result  in any  reclassification  or change of  outstanding
securities  issuable upon exercise of this  Warrant),  or in case of any sale of
all or  substantially  all of the assets of the Company,  the  Company,  or such
successor or  purchasing  corporation,  as the case may be, shall  execute a new
Warrant (in form and substance satisfactory to the Warrantholder) providing that
the holder of this Warrant shall have the right to exercise such new Warrant and
upon such  exercise  to receive,  the kind and amount of shares of stock,  other
securities, money and property receivable upon such reclassification,  change or
merger by a holder of one share of Common Stock.  Such new Warrant shall provide
for adjustments that shall be as nearly  equivalent as may be practicable to the
adjustments provided for in this Section 5, and appropriate adjustments shall be
made to the purchase price per share payable  hereunder,  provided the aggregate
purchase  price shall remain the same.  The  provisions of this  subsection  (a)
shall  similarly  apply to  successive  reclassification,  changes,  mergers and
transfers.

     ( ) Subdivisions or Combination of Shares. If the Company at any time while
this Warrant  remains  outstanding  and unexpired shall subdivide or combine its
Common  Stock,  the  Warrant  Exercise  Price and the number of shares of Common
Stock issuable upon exercise hereof shall be proportionately  adjusted such that
the aggregate  exercise  price of this Warrant shall at all times remains equal.
Any adjustments under this subsection (b) shall become effective at the close of
business on the date the subdivision or combination becomes effective.

     ( ) Stock  Dividends.  If the  Company at any time  while  this  Warrant is
outstanding and unexpired shall pay a dividend payable in shares of Common Stock
(except any distribution  specifically provided for in the foregoing subsections
(a) and (b)), then the Warrant Exercise Price shall be adjusted,  from and after
the date of determination  of shareholders  entitled to receive such dividend or
distribution, to that price determined by multiplying the Warrant Exercise Price
in effect immediately prior to such date of determination by a fraction, (i) the
numerator  of which  shall  be the  total  number  of  shares  of  Common  Stock
outstanding  immediately  prior to such  dividend or  distribution  and (ii) the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding  immediately  after such dividend or distribution  and the number of
shares  of  Common  Stock  subject  to this  Warrant  shall  be  proportionately
adjusted.  Any adjustment under this subsection (c) shall become effective as of
the record date of such dividend,  or in the event that no record date is fixed,
upon the making of such dividend.

     ( ) No  Impairment.  The Company  will not, by amendment of its Articles of
Incorporation  (as amended,  restated,  supplemented or otherwise  modified from
time) or  through  any  reorganization,  recapitalization,  transfer  of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company,  but will at all
times in good faith  assist in the carrying  out of all the  provisions  of this
Section  5 and in the  taking  of  all  such  action  as  may  be  necessary  or
appropriate in order to protect the rights of the holder of this Warrant against
impairment.

                                       4
<PAGE>




     6. Notice of  Adjustments.  Whenever  the Warrant  Exercise  Price shall be
adjusted pursuant to the provisions  hereof, the Company shall within 10 days of
such adjustment  deliver a certificate  signed by its chief executive officer or
chief  financial  officer to the registered  holder(s)  hereof setting forth, in
reasonable  detail,  the  event  requiring  the  adjustment,  the  amount of the
adjustment,  the method by which such  adjustment was calculated and the Warrant
Exercise Price after giving effect to such adjustment.

     7.  Fractional  Shares.  No fractional  shares will be issued in connection
with any exercise  hereunder,  but in lieu of such fractional shares the Company
shall make a cash payment  therefor upon the basis of the Warrant Exercise Price
then in effect.

     8. Transfers and Exchanges.  This Warrant may be transferred upon the prior
written  consent  of the  Company,  which  consent  shall  not  be  unreasonably
withheld,  provided  that no such consent  shall be required for the transfer of
this Warrant by operation of law.

     9. Rights as  Shareholders.  No holder of this Warrant,  as such,  shall be
entitled to vote or receive  dividends or be deemed the holder of Common  Stock,
nor shall  anything  contained  herein be construed to confer upon the holder of
this Warrant,  as such, any of the rights of a shareholder of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
shareholders  at any meeting  thereof,  or to receive notice of meetings,  or to
receive  dividends or subscription  rights or otherwise until this Warrant shall
have been exercised and the shares of Common Stock purchasable upon the exercise
hereof shall have become deliverable,  as provided herein.  However,  nothing in
this  Section 9 shall limit the right of the  Warrantholder  to be provided  the
notices required under this Warrant.

     10.  Modification  and Waiver.  Any term of this Warrant may be amended and
the observance of any term of this Warrant may be waived (either generally or in
a  particular  instance and either  retroactively  or  prospectively),  with the
written consent of the Company and the holders of a majority of shares of Common
Stock issued or issuable upon exercise of this Warrant.  Any waiver or amendment
effected in  accordance  with this Section  shall be binding upon each holder of
any Shares issuable upon exercise of this Warrant.

     11. Notices. Any notice, request or other document required or permitted to
be given or delivered to the holder hereof or the Company shall be delivered, or
shall be sent by certified or registered  mail,  postage  prepaid,  to each such
holder at his, her or its address as shown on the books of the Company or to the
Company at the address indicated on the signature page of this Warrant.

     12.  Assumption  of Warrant.  If at any time,  while this  Warrant,  or any
portion thereof,  is outstanding and unexpired there shall be (i) an acquisition
of the Company by another  entity by means of a merger,  consolidation  or other
transaction or series of related  transactions  resulting in the exchange of the
outstanding  shares of the Company's capital stock such that shareholders of the
Company prior to such transaction own, directly or indirectly,  less than 50% of
the voting  power of the  surviving  entity or (ii) a sale or transfer of all or
substantially  all of the Company's assets to any other person,  then, as a part
of such  acquisition,  sale or transfer,  lawful provision shall be made so that
the Warrantholder  shall thereafter be entitled to receive upon exercise of this
Warrant,  during the period  specified  herein and upon  payment of the  Warrant
Exercise Price then in effect, the number of shares of stock or other securities

                                       5
<PAGE>


or property of the successor corporation  resulting from such acquisition,  sale
or  transfer  which a holder of the shares  deliverable  upon  exercise  of this
Warrant  would  have been  entitled  to  receive  in such  acquisition,  sale or
transfer if this Warrant had been exercised immediately before such acquisition,
sale or transfer,  all subject to further adjustment as provided in this Section
12; and in any such case, appropriate adjustment (as determined in good faith by
the  Company's  Board  of  Directors)  shall be made in the  application  of the
provisions herein set forth with respect to the rights and interests  thereafter
of the  Warrantholder to the end that the provisions set forth herein (including
provisions  with  respect to changes in and other  adjustments  of the number of
Shares of the  Warrantholder  is  entitled  to  purchase)  shall  thereafter  by
applicable,  as nearly as possible, in relation to any shares of Common Stock or
other securities or other property  thereafter  deliverable upon the exercise of
this Warrant.

     13. Binding  Effect on  Successors.  This Warrant shall be binding upon any
corporation  succeeding the Company by merger,  consolidation  or acquisition of
all or substantially all of the Company's assets,  and all of the obligations of
the Company  relating to the Common  Stock  issuable  upon the  exercise of this
Warrant  shall survive the exercise and  termination  of this Warrant and all of
the  covenants  and  agreements of the Company shall inure to the benefit of the
successors  and assigns of the  Warrantholder.  The Company will, at the time of
the  exercise  of this  Warrant,  in  whole  or in  part,  upon  request  of the
Warrantholder  but  at  the  Company's  expense,   acknowledge  in  writing  its
continuing obligation to the Warrantholder in respect of any rights to which the
Warrantholder  shall  continue to be entitled  after such exercise in accordance
with this Warrant;  provided,  that the failure of the Warrantholder to make any
such request  shall not affect the  continuing  obligation of the Company to the
Warrantholder in respect of such rights.

     14. Lost  Warrants or Stock  Certificates.  The  Company  covenants  to the
holder  hereof that upon  receipt of  evidence  reasonably  satisfactory  to the
Company of the loss,  theft,  destruction  or  mutilation of this Warrant or any
stock certificate and, in the case of any such loss, theft or destruction,  upon
receipt of an indemnity  reasonably  satisfactory to the Company, or in the case
of any such mutilation upon surrender and  cancellation of such Warrant or stock
certificate,  the  Company  will  make  and  deliver  a  new  Warrant  or  stock
certificate,  or like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.

     15. Descriptive Headings.  The descriptive headings of the several sections
of this Warrant are inserted for  convenience  only and do not constitute a part
of this Warrant.

     16.  Governing  Law.  This  Warrant  shall be  construed  and  enforced  in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware.

     17.   Counterparts.   This  Common   Stock   Warrant  may  be  executed  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                  [Remainder of page intentionally left blank]

                                       6
<PAGE>




        IN WITNESS WHEREOF,  this Common Stock Warrant is executed  effective as
of the date first above written.

                    CYTOMEDIX, INC.



                    By:  ______________________________________

                    Address:
                    1523 South Bowman Rd., Suite A
                    Little Rock, Arkansas 72211


                    Accepted and Agreed:


                    --------------------------------------
                    Nadine C. Smith

                    Address:
                    P.O. Box 163 Hell
                    West Bay, Grand Cayman
                    The Cayman Islands, BWI





<PAGE>




                                   EXHIBIT A
                                   -----------
                               NOTICE OF EXERCISE


To:
    -----------------

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

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

Attn: ---------------


     1. The undersigned  hereby elects to purchase  ___________ shares of Common
Stock of  Cytomedix,  Inc.  pursuant to the terms of the attached  Warrant,  and
tenders herewith payment of the purchase price of such shares in full.

     1. Specify method of exercise by check mark:

               __ a. Such payment is hereby made in the amount of ___________ by
          wire transfer or by certified or bank check.

               __ b. The  holder  elects  to  receive  shares  for the value (as
          determined pursuant to Section 3(b) of the Warrant) of the Warrant.

     3. Please issue a certificate or certificates  representing  said shares in
the name of the  undersigned  or in such  other  name or names as are  specified
below

        Name:
                 -------------------

        Address:
                 -------------------

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

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



------------                                            -----------------------
(Date)                                                  (Signature)