Exhibit 10.13


                                AGREEMENT BETWEEN
                               CARMEN GROUP, INC.
                                       AND
                                 CYTOMEDIX, INC.

Agreement, dated as of the first day of __________, 2003 (Agreement) is by and
between Cytomedix, Inc., having its principal place of business at 1523 S.
Bowman Road, Suite A, Little Rock, Arkansas 72211 ("Client") and Carmen Group,
Inc., a District of Columbia corporation having its principal office at 1301 K
Street, NW. Suite 800 East, Washington, D.C. 20005.

NOW, THEREFORE,  in consideration of the promises and mutual covenants contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which  are  hereby  acknowledge,  the  parties  hereto  agree as
follows:

ARTICLE I.        SCOPE OF WORK

SECTION 1.01      SCOPE.

         (A) Carmen  Group  shall work with  Client to  provide  information  on
Autologel(TM) to high level Food and Drug Administration  (FDA) officials with a
goal of gaining FDA approval for Autologel(TM).

         (B) Carmen Group shall  assist  Client in  obtaining  opportunities  to
educate high level officials at Centers for Medicare and Medicaid Services (CMS)
and the  Department  of Health and Human  Services  (DHHS) as well as  Executive
Branch officials as to the benefits of Autologel(TM).

         (C)  Assist  Client  in  providing   information  on  the  benefits  of
Autologel(TM)  to  Congressional  representatives  important  to the FDA and CMS
approval process.

         (D) Continue to work on  development of a strategic plan leading to FDA
approval and Medicare and Medicaid reimbursement eligibility.

         (E) Carmen Group's assistance with FDA approval is conditional upon the
necessary  technical  expertise  from  William  Von Oehsen and Justin  Hunter of
Powers,  Pyles,  Sutter & Verville,  PI or other qualified  technical experts as
designated by Client.

SECTION 1.02 PROFESSIONAL SERVICES AGREEMENT. There can be no guarantee
regarding the outcome or success of the federal approval, appropriations,
procurement, or grant processes.

SECTION 1.03 PROJECT MANAGEMENT. Carmen Group's efforts will be serviced by a
team that will be led by Greg Hampton, Managing Director, Healthcare. Mr.
Hampton shall oversee Carmen Group's professional staff whom he may assign this
project. Such staff will be available to Client for meetings and phone
conferencing as required.



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ARTICLE II.       TERMS AND FEE

SECTION 2.01 DURATION. This Agreement shall be effective on October 1, 2003 and
shall continue for one (1) calendar year thereafter.

SECTION 2.02 MONTHLY  FEES.  Client agrees to pay Carmen Group via a monthly fee
and a granting  of stock  options.  The flat  monthly  fee is  Fifteen  Thousand
Dollars  ($15,000).  Fee is due upon signing of this Agreement and thereafter in
advance of each month of service, upon receipt of an invoice. Carmen Group shall
be under no  obligation  to  perform  any work for  which  payment  has not been
received.  Normally,  all Carmen  Group  fees are based on the  hourly  rates of
personnel providing service, multiplied by the number of hours provided. Time is
recorded in increments of thirty (30) minutes. The minimum amount of time billed
for any assignment is thirty (30) minutes.  Carmen Group's published rates range
between  Seventy Five Dollars  ($75) and Six Hundred  Fifty  Dollars  ($650) per
hour.  Client is informed and aware that Carmen Group reviews its rates at least
annually  and that they may be  modified  to reflect  changes in Carmen  Group's
business  structure.  Additionally,  upon signing of this  agreement,  Cytomedix
agrees to issue to Carmen  Group an option for One  Hundred  Thousand  (100,000)
shares of  Cytomedix  stock  exercisable  at the share  price of One  Dollar and
Twenty Five Cents ($1.25) per share.  This option fully vests immediately and is
irrevocable.  No later than  September 30, 2004,  Cytomedix will issue to Carmen
Group  an  additional  option  for One  Hundred  Thousand  (100,000)  shares  of
Cytomedix  stock  exercisable at Two Dollars  ($2.00) per share.  In the case of
early  termination of this Agreement,  for any reason,  Cytomedix shall have the
option of either  immediately  paying Carmen Group a lump sum amount equal to an
additional  Ten  Thousand  Dollars  ($10,000)  per  month  for  every  month the
Agreement has been in effect and through the termination period, or Carmen Group
will  immediately  receive  the fully  vested  option for One  Hundred  Thousand
(100,000)  shares of  Cytomedix  stock  exercisable  at Two Dollars  ($2.00) per
share.

ARTICLE III.      EXPENSES

SECTION 3.01 RESPONSIBILITY FOR PAYMENT. Client is responsible for the payment
of all agreed upon fees and expenses.

SECTION  3.02  OUT-OF-POCKET  EXPENSES.   Expenses  such  as  postage,   courier
deliveries,   telephone   calls,   fax  usage,   federal   express   deliveries,
photocopying,  document  design and  production,  and local  transportation  and
Client-authorized travel will be billed in addition to monthly fees. Travel will
be by client's  request and will be economy  class for flights  under four hours
and business class for longer flights.  Hotel stay is at the same level provided
to Client's executives.

SECTION 3.03 TIMELY PAYMENT  OUT-OF-POCKET  EXPENSES.  Payment for out-of-pocket
expenses shall be due upon receipt of an invoice by Carmen Group to Client.

ARTICLE IV. LATE FEES AND REMITTANCES


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SECTION  4.01 TIMELY  PAYMENT OF  INVOICES.  All invoices are due and owing upon
receipt.  Payments  more  than 45 days  late are  subject  to a one and one half
percent (1.5%) per month late penalty.

SECTION  4.02 PAST DUE SUMS.  In the event that it becomes  necessary  to expend
resources  to recover any past due sums under this  Agreement,  Client  shall be
responsible  for all costs and  expenses  associated  with  collection  efforts,
including, reasonable attorneys' fees.

SECTION 4.03 DELIVERY OF REMITTANCES. Client will direct all remittances via non
U.S.  Postal Service courier  service (e.g.,  Fedex,  DHL, UPS) to Carmen Group,
1301 Street, NW, Suite 800 East,  Washington,  D.C. 20005-3317.  Attention:  Mr.
Michael  Russell,  CFO  (phone:  202/85-0500).  Client  may also  remit via wire
transfer as follows:

Wire Instructions

BB&T Bank
Branch Banking & Trust Company
601 13th Street, NW
Washington, DC  20005

ABA # 054001547

Further Credit
Carmen Group, Inc.
Account # 5160022134

Carmen Group, Inc. is a District of Columbia Corporation
Tax ID # 52-1905865

Client  may also remit via  automatic  debit  (ACH) free of charge.  Information
available upon request.

ARTICLE V. TERMINATION

SECTION 5.01 TERMINATION.  This agreement may be terminated by either party upon
SIXTY (60) days  prior  written  notice.  In the event of  cancellation  of this
Agreement  by  Cytomedix,  for any  reason,  Cytomedix  shall have the option of
either  immediately paying Carmen Group a lump sum amount equal to an additional
Ten Thousand Dollars  ($10,000) per month for every month the Agreement has been
in effect and through the termination  period,  or Carmen Group will immediately
receive the fully vested  option for One Hundred  Thousand  (100,000)  shares of
Cytomedix  stock  exercisable at Two Dollars  ($2.00) per share, as specified in
Section 2.02 of this Agreement.


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SECTION 5.02 ACCRUED  BALANCES.  In the event this Agreement is terminated prior
to the scheduled  termination as outlined in Section 5.01, all accrued  balances
are due within five (50) calendar days of termination.

ARTICLE VI. CONFIDENTIALITY

SECTION 6.01  CONFIDENTIALITY.  All matters  between the parties  including  the
provisions of this  Agreement  are  confidential  and shall not be  transferred,
communicated,  or delivered to a third party,  whether or not for  compensation,
without the expressed  prior  authorization  of either party,  or as required by
law.

ARTICLE VII. AGREEMENT

SECTION 7.01 APPLICABLE  LAWS. This Agreement shall be governed and construed in
accordance  with the laws of the District of Columbia,  in the United  States of
America.  The parties agree to submit to the  jurisdiction  of the courts of the
District of Columbia to adjudicate any dispute  arising from or relating to this
Agreement.

SECTION 7.02  FEDERAL  LOBBYING  REGISTRATION.  In  accordance  with the Federal
Lobbying  Disclosure  Act and  Amendments,  Carmen Group is required to file and
maintain  registration  and activity reports  regarding its lobbyists,  lobbying
activity, and lobbying income earned on behalf of Client.

SECTION 7.03 AGREEMENT IN ENTIRETY. This Agreement contains the entire Agreement
of the parties  with respect to the subject  matter  hereof and  supersedes  any
prior or contemporaneous representation,  proposal, warranty,  understanding, or
agreement, written or oral, regarding such subject matter.

SECTION 7.04 NO PARTNERSHIP,  JOINT VENTURE,  OR EMPLOYMENT  RELATIONSHIP.  This
Agreement  shall not be  deemed to create  any  partnership,  joint  venture  or
enterprise or employment relationship between the parties.

SECTION  7.05  EXECUTION  IN  COUNTERPARTS.  This  Agreement  may be executed in
counterparts and it is the intent of the parties that the copy signed by a party
will be fully  enforceable  against such party and its corporate  affiliates and
assigns.

THE UNDERSIGNED PERSONS ARE AUTHORIZED BY THE PARTIES HERETO TO SIGN THIS
AGREEMENT AND HAVE READ AND FULLY UNDERSTAND THE FOREGOING AND IT IS THEIR
INTENT TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF.

CYTOMEDIX

Dated: ______________, 2003

         ________________________________
By:      Printed Name:
         Title:


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Authorized Agent of Cytomedix, Inc.

CARMEN GROUP, INC.

Dated: ________________________, 2003

       ___________________________________
By:    David Carmen
       President & Chief Executive Officer