EXHIBIT 4.25

                         REGISTRATION RIGHTS AGREEMENT


        This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April
1,  2003,  by and  among  CYTOMEDIX,  INC.,  a  Delaware  corporation,  with its
headquarters  located at 1523 South Bowman Rd.,  Suite A, Little Rock,  Arkansas
72211 (the "Company"), and the undersigned (together with any permitted assignee
or transferee of any of her registration rights hereunder, the "Consultant").

WHEREAS:

     A. In connection with the Consulting  Agreement,  of even date herewith, by
and  between  the  undersigned  Consultant  and  the  Company  (the  "Consulting
Agreement"),  the Company has agreed to issue to the  undersigned  Consultant  a
warrant,  of even  date  herewith,  convertible  into  1,000,000  shares  of the
Company's  common stock  (including any other securities into which such warrant
is or shall become exercisable,  the "Common Stock"), upon the terms and subject
to the limitations and conditions set forth in such warrant (the "Warrant");

     B. To  induce  the  undersigned  Consultant  to enter  into the  Consulting
Agreement with the Company,  and to accept the Warrant as partial  consideration
for the undersigned Consultant's obligations under the Consulting Agreement, 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;

     C.  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 the
undersigned Consultant hereby agree as follows:

1.      DEFINITIONS.

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

     (i)  "Registrable  Securities"  means the shares of Common  Stock issued or
issuable  upon  exercise or otherwise  pursuant to the Warrant and any shares of
Common Stock issued or issuable as a dividend on or in exchange for or otherwise
with respect to the 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.

     (ii) "SEC" refers to the United States Securities and Exchange Commission.

2.      REGISTRATION.

     (a) Registration.

     (i) At any time  after 120 days  after the date of this  Agreement,  if the
Company  receives a written  request from  Consultant  that the Company effect a
registration  of the  Registrable  Securities,  the Company shall,  at its cost,
prepare  and  file  within  60  days  and  have  declared  effective  as soon as
practicable thereafter a registration  statement (the "Registration  Statement")
on an appropriate form under the 1933 Act, relating to the offer and sale of the
Registrable  Securities by the Consultant  from time to time in accordance  with


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Rule 415  under  the 1933  Act or any  successor  rule  providing  for  offering
securities  on a  continuous  basis.  For such  purpose,  the term  "Registrable
Securities"  shall be deemed to  include  the  number of shares  which  would be
issuable to Consultant upon conversion of the Warrant held by Consultant at such
time. Provided,  however, that for purposes of this Agreement, the obligation of
the Company  hereunder  to prepare,  file or maintain the  effectiveness  of the
Registration  Statement  shall  be  deemed  satisfied  to the  extent  that  the
Registrable  Securities have been included for registration  within any existing
and effective  registration statement of the Company filed with the SEC pursuant
to Rule 415 under the 1933 Act or any  successor  rule  providing  for  offering
securities on a continuous basis.

          (ii) The Company  shall use its best efforts to keep the  Registration
     Statement continuously effective in order to permit the prospectus included
     therein  to be  lawfully  delivered  by  the  holders  of  the  Registrable
     Securities  until such date as is the earlier of: (i) the date on which all
     of the Registrable  Securities  covered by the Registration  Statement have
     been sold  pursuant  thereto,  and (ii) the date on which  the  Registrable
     Securities (in the opinion of counsel to the Consultant) may be immediately
     sold to the public without  registration or restriction  (including without
     limitation to volume) under the 1933 Act (the "Registration Period").

          (iii)  Notwithstanding  any other  provisions of this Agreement to the
     contrary,  the Company  shall  cause the  Registration  Statement,  and the
     related  prospectus  and any  amendment or  supplement  thereto,  as of the
     effective date of the  Registration  Statement,  or amendment or supplement
     thereto,  (A) to  comply  in all  material  respects  with  the  applicable
     requirements  of the 1933 Act and the rules and  regulations of the SEC and
     (B) not to contain any untrue statement of a material fact or omit to state
     a material fact required to be stated therein or necessary in order to make
     the statements therein, in light of the circumstances under which they were
     made, not misleading.

     (b) Designation of Counsel for Consultant.  The Consultant along with other
persons beneficially owning at least fifty-five percent (55%) of the Registrable
Securities to be covered by the  Registration  Statement shall have the right to
select (i) one legal  counsel  to  represent  the  interests  of all  holders of
Registrable  Securities covered by the Registration  Statement,  and (ii) in the
event that the registration pursuant to Rule 415 under the 1933 Act contemplated
by Section 2(a) hereof (the  "Registration")  or any portion thereof involves an
underwritten  offering,  subject  to  the  approval  of  the  Company  not to be
unreasonably  withheld,  an investment banker or bankers and manager or managers
to administer the offering.

     (c)  Payments By the  Company.  The Company  shall use its best  efforts to
obtain  effectiveness of the Registration  Statement as soon as practicable.  If
(i) the Registration  Statement  required to be filed by the Company pursuant to
Section  2(a)(i) hereof is not filed and declared  effective in accordance  with
that  provision;  (ii)  after  the  Registration  Statement  has  been  declared
effective by the SEC, sales of all of the Registrable  Securities cannot be made
pursuant to the Registration  Statement;  or (iii) the Common Stock ceases to be
listed or included for quotation on the Nasdaq National Market  ("NASDAQ"),  the
Nasdaq  SmallCap Market  ("NASDAQ  SMALLCAP"),  the New York Stock Exchange (the
"NYSE") or the American  Stock  Exchange  (the "AMEX")  after being so listed or
included  for  quotation  at any time  following  the date of this  Agreement or
ceases to be traded on the Over-the-Counter  Bulletin Board (the "OTC BB") prior
to being listed or included for quotation on one of the aforementioned  markets,
then the Company  will make  payments to the  Consultant  participating  in such
Registration  such amounts and at such times as shall be determined  pursuant to
this Section 2(c) as partial  relief for the damages to  Consultant by reason of
any such delay in or reduction of her ability to sell the Registrable Securities
(which remedy shall not be exclusive of any other  remedies  available at law or
in  equity).  The  Company  shall pay to the  Consultant  participating  in such
Registration  a dollar  amount equal to (A) the number of shares of Common Stock
that  Consultant  has  offered  in  such  Registration  (the  "Offered  Shares")
multiplied by (B) the product of one-hundredth  (0.01) multiplied by the sum of:


REGISTRATION RIGHTS AGREEMENT - Page 2

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(x) the number of months  (prorated  for  partial  months)  after the end of the
aforementioned  60-day  period  following  demand  and  prior  to the  date  the
Registration Statement is declared effective by the SEC, provided, however, that
there  shall  be  excluded   from  such  period  any  delays  which  are  solely
attributable to changes required by the Consultant in the Registration Statement
with  respect to  information  relating to the  Consultant,  including,  without
limitation  the failure of the Consultant to meet the  obligations  set forth in
Section 4(b) below in a reasonably prompt manner;  plus (y) the number of months
(prorated for partial  months) that sales of all of the  Registrable  Securities
cannot be made pursuant to the  Registration  Statement  after the  Registration
Statement has been declared effective (including, without limitation, when sales
cannot be made by reason of the  Company's  failure to  properly  supplement  or
amend the  prospectus  included  therein  in  accordance  with the terms of this
Agreement), plus (z) the number of months (prorated for partial months) that the
Common  Stock is not listed or included  for  quotation  on the OTC BB,  Nasdaq,
Nasdaq  SmallCap,  NYSE or AMEX after  initially being so listed or included for
quotation,  or that trading thereon is halted after the  Registration  Statement
has been declared effective. (For example, if the Registration Statement becomes
effective one (1) month after the end of the  aforementioned  60-day period, the
Company would pay $2,500 for each 250,000 Offered Shares.  If thereafter,  sales
could not be made  pursuant  to the  Registration  Statement  for an  additional
period of one (1) month,  the Company  would pay an  additional  $2,500 for each
250,000 Offered  Shares.) Such amounts shall be paid in cash or, at Consultant's
option,  in shares of Common Stock priced at the average of the lowest three (3)
closing bid prices during the 20 trading days prior to the payment date.

     (d)  Eligibility  For Form S-3. The Company is not eligible to use Form S-3
for  registration of the sale by the Consultant of the  Registrable  Securities.
The Company agrees to file all reports  required to be filed by the Company with
the SEC in a timely manner in order to become eligible to use Form S-3.

3. OBLIGATIONS OF THE COMPANY.

     In connection  with the  Registration  the Company shall have the following
obligations:

     (a) Upon demand by Consultant in accordance  with  paragraph  2(a)(i),  the
Company shall promptly prepare and file with the SEC the Registration Statement,
and thereafter use its best efforts to (i) cause the  Registration  Statement to
become  effective as soon as possible after such filing,  and shall use its best
efforts to keep the  Registration  Statement  effective  at all times during the
Registration Period, including,  without limitation,  the preparation and filing
with  the  SEC  such  amendments  (including   post-effective   amendments)  and
supplements to the Registration  Statement and the prospectus used in connection
with the  Registration  Statement as may be  necessary to keep the  Registration
Statement effective at all times during the Registration Period, and (ii) during
the Registration Period, comply with the provisions of the 1933 Act with respect
to the disposition of all Registrable  Securities of the Company covered by such
Registration  Statement.  At the request of persons beneficially owning at least
fifty-five   percent  (55%)  of  the  Registrable   Securities  covered  by  the
Registration  Statement,  the Company  shall  prepare and file with the SEC such
amendments  (including   post-effective   amendments)  and  supplements  to  the
Registration   Statement  and  any  prospectus   used  in  connection  with  the
Registration  Statement  as may be  necessary  in  order to  change  the plan of
distribution set forth in such Registration  Statement.  In the event the number
of shares available under the Registration Statement at any time is insufficient
to cover all of the Registrable  Securities  issued or issuable upon exercise of
the Warrants, the Company shall amend the Registration  Statement, or file a new
registration  statement (on the short form available therefore,  if applicable),
or both, so as to cover all of the Registrable Securities. The Company shall use
its best efforts to cause any such amendment and/or new  registration  statement
to become  effective  as soon as  practicable,  but in any event  within 75 days
after the date on which the Company  reasonably  first determines (or reasonably
should  have  determined)  the need  therefore.  In the event of a breach by the
Company of the  provisions of this Section 3(a), the Company will be required to
make payments  pursuant to Section 2(c) hereof;  provided that,  with respect to



REGISTRATION RIGHTS AGREEMENT - Page 3
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any breach relating to an amendment and/or new registration  statement  required
to be made effective  pursuant  hereto,  the provisions of Section 2(c) shall be
deemed to become applicable  immediately following the 75-day period referred to
in this Section 3(a).

     (b) The Company  shall permit the  Consultant  and a single firm of counsel
designated by the holders of Registrable  Securities in accordance  with Section
2(b) to review the  Registration  Statement and all amendments  and  supplements
thereto (as well as all requests for  acceleration or  effectiveness  thereof) a
reasonable  period of time prior to their  filing with the SEC, and not file any
document in a form to which such counsel reasonably objects and will not request
acceleration  of  the  Registration   Statement  without  prior  notice  to  the
Consultant and such counsel. The sections of the Registration Statement covering
information  with  respect  to  the  Consultant,   the  Consultant's  beneficial
ownership of securities of the Company or the  Consultant's  intended  method of
disposition of Registrable  Securities shall conform to the information provided
to the Company by Consultant, except to the extent violative of applicable law.

     (c) The Company shall furnish to Consultant  whose  Registrable  Securities
are  included  in the  Registration  Statement  and her legal  counsel,  without
charge,  such  number  of  copies  of  a  prospectus,  including  a  preliminary
prospectus,  and all amendments and supplements thereto and such other documents
as Consultant may reasonably  request in order to facilitate the  disposition of
the  Registrable   Securities   owned  by  Consultant  in  accordance  with  the
Registration Statement. The Company will promptly notify Consultant by facsimile
of  the  effectiveness  of the  Registration  Statement  or  any  post-effective
amendment.  The Company shall promptly respond to any and all comments  received
from the SEC (which  comments shall promptly be made available to the Consultant
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
(but in no  event  more  than 2  business  days)  following  the  resolution  or
clearance of all SEC comments or, if applicable,  following  notification by the
SEC that the 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 (but in no event more than 2 business days) following receipt by the
Company from the SEC of an order declaring the Registration Statement effective.
In the event of a breach by the Company of the  provisions of this Section 3(c),
the Company will be required to make  payments  pursuant to Section 2(c) hereof;
provided  that,  with  respect  to  any  breach  relating  to the  filing  of an
acceleration  request or final prospectus,  the provisions of Section 2(c) shall
be deemed to become applicable  immediately  following the 2-day period referred
to in this Section 3(c).

     (d) The Company shall give written notice to the  Consultant  (which notice
pursuant to clauses (ii) - (v) hereof shall be  accompanied by an instruction to
suspend the use of the prospectus until the requisite changes have been made):

               (i) when the Registration  Statement or any amendment thereto has
          been filed  with the SEC and when the  Registration  Statement  or any
          post-effective amendment thereto has become effective;

               (ii) of any request by the SEC for  amendments or  supplements to
          the Registration  Statement or the prospectus  included therein or for
          additional information;

               (iii) of the  issuance by the SEC any stop order  suspending  the
          effectiveness of the  Registration  Statement or the initiation of any
          proceedings for that purpose;


REGISTRATION RIGHTS AGREEMENT - Page 4

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               (iv) of the  receipt by the  Company or its legal  counsel of any
          notification  with respect to the suspension of the  qualification  of
          the  Registrable  Securities or the  initiation or  threatening of any
          proceeding for such purpose; and

               (v) of the  happening  of any event that  requires the Company to
          make changes in the Registration  Statement or the prospectus in order
          that the Registration  Statement or the prospectus does not contain an
          untrue  statement of a material fact nor omit to state a material fact
          required  to be stated  therein or  necessary  to make the  statements
          therein not misleading.

     (e) The Company shall make every reasonable effort to obtain the withdrawal
at the earliest  possible time of any order suspending the  effectiveness of the
Registration Statement. Upon the occurrence of any event contemplated by clauses
(ii) through (v) of Section 3(d) above,  the Company shall promptly  prepare and
file a post-effective amendment to the Registration Statement or a supplement to
the related  prospectus and any other  required  document so that, as thereafter
delivered to Consultant,  the prospectus will not contain an untrue statement of
a material fact or omit to state any 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.

     (f) Prior to any public offering of the Registrable  Securities pursuant to
the  Registration,  the Company shall  register or qualify or cooperate with the
holders of Registrable  Securities included therein and their respective counsel
in  connection  with  the  registration  or  qualification  of  the  Registrable
Securities  for offer and sale under the  securities  or "blue sky" laws of such
states of the United States as Consultant  reasonably requests in writing and do
any and all other acts or things  necessary or advisable to enable the offer and
sale  in  such  jurisdictions  of  the  Registrable  Securities  covered  by the
Registration  Statement;  provided,  however,  that  the  Company  shall  not be
required to (i) qualify generally to do business in any jurisdiction where it is
not then so qualified or (ii) take any action which would  subject it to general
service of process or to  taxation in any  jurisdiction  where it is not then so
subject.

     (g) In the  event  the  requisite  number of  persons  holding  Registrable
Securities  select  underwriters  for the  offering,  subject  to the  Company's
approval  rights  pursuant to Section  2(b),  the Company  shall enter into such
customary  agreements  (including,   if  requested,  an  underwriting  agreement
including customary  indemnification and contribution  obligations) and take all
such  other  action as such  requisite  number of  persons  holding  Registrable
Securities  shall  reasonably  request in order to facilitate the disposition of
the Registrable Securities pursuant to the Registration.

     (h) The Company,  if requested by any holder of the Registrable  Securities
covered  thereby,  shall cause (i) its counsel to deliver an opinion and updates
thereof  relating to the  Registrable  Securities in customary form addressed to
the selling  holders of the  applicable  Registrable  Securities or the managing
underwriters, if any, thereof and dated, in the case of the initial opinion, the
effective date of such Registration  Statement, it being agreed that the matters
to be  covered  by such  opinion  shall  include,  without  limitation,  the due
incorporation and good standing of the Company and its subsidiaries, if any; the
due authorization,  execution and delivery of the relevant agreement of the type
referred  to  in  Section  3(g)  hereof;  the  due   authorization,   execution,
authentication  and  issuance,  and  the  validity  and  enforceability,  of the
Registrable   Securities;   the  absence  of  material  legal  or   governmental
proceedings  involving  the  Company;  the  absence  of  governmental  approvals
required to be obtained  in  connection  with the  Registration  Statement,  the
offering and sale of the  Registrable  Securities  or any  agreement of the type
referred  to in  Section  3(g)  hereof;  the  compliance  as  to  form  of  such
Registration  Statement and any documents incorporated by reference therein with
the requirements of the 1933 Act and any other applicable  securities laws; and,
as of the date of the opinion and as of the effective  date of the  Registration
Statement or most recent  post-effective  amendment thereto, as the case may be,
the  absence  from  such  Registration  Statement  and the  prospectus  included



REGISTRATION RIGHTS AGREEMENT - Page 5

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therein, as then amended or supplemented, and from any documents incorporated by
reference therein,  of an untrue statement of a material fact or the omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading (in the case of any such documents, in the
light of the  circumstances  existing at the time that such documents were filed
with the SEC  under  the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act")),  all subject to customary  assumptions and  qualifications and
otherwise  in form and  content  customary  for similar  opinions;  and (ii) its
officers to execute and deliver all  customary  documents and  certificates  and
updates thereof  requested by the selling holders of the applicable  Registrable
Securities or any underwriters of the applicable Registrable Securities.

     (i) The Company shall make available for inspection by (i) any  Consultant,
(ii)  any  underwriter   participating  in  any  disposition   pursuant  to  the
Registration Statement,  (iii) one firm of attorneys or other agents retained by
the Consultant pursuant to Section 2(b), and (iv) one firm of attorneys retained
by  all  such  underwriters  (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 Consultant)
of any Record or other  information in accordance with the provisions of Section
4(c).

     (j) The Company  shall hold in  confidence  and not make any  disclosure of
information  concerning  an  Consultant  provided  to  the  Company  unless  (i)
disclosure  of such  information  is  necessary  to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant  to a subpoena or other order
from a court  or  governmental  body of  competent  jurisdiction,  or (iv)  such
information  has been made  generally  available  to the  public  other  than by
disclosure in violation of this or any other agreement.  The Company agrees that
it shall,  upon  learning  that  disclosure  of such  information  concerning an
Consultant  is  sought  in or by a  court  or  governmental  body  of  competent
jurisdiction or through other means,  give prompt notice to Consultant  prior to
making such disclosure,  and allow the Consultant,  at its expense, to undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for, such information.

     (k) The Company shall (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 OTC BB
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.  In
the event of a breach by the Company of the provisions of this Section 3(k), the
Company will be required to make payments pursuant to Section 2(c) hereof.

     (l) The Company shall  cooperate with the Consultant who holds  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  Registrable  Securities  to be offered
pursuant to the  Registration  Statement 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 Consultant may reasonably request and registered
in such  names as the  managing  underwriter  or  underwriters,  if any,  or the
Consultant may request.

REGISTRATION RIGHTS AGREEMENT - Page 6
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     (m) The  Company  shall  use its  best  efforts  to take  all  other  steps
necessary to effect the registration of the Registrable Securities  contemplated
hereunder to be covered by the Registration Statement.

4. OBLIGATIONS OF THE CONSULTANT.

     In  connection  with  the  Registration,  the  Consultant  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 Consultant that Consultant 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 the
Registration as the Company may reasonably  request;  provided that in any event
the Company  provides  Consultant  with  reasonable  advance  notice of any such
information that the Company requires from Consultant.

     (b) Consultant, by her acceptance of the Registrable Securities,  agrees to
cooperate with the Company as reasonably  requested by the Company in connection
with  the   preparation,   filing  and  maintaining  of   effectiveness  of  the
Registration  Statement,  unless  Consultant  shall have notified the Company in
writing of  Consultant's  election  to exclude all of  Consultant's  Registrable
Securities  from the  Registration  Statement,  except  to the  extent  any such
requested information is required by the SEC or by applicable law to be included
in any such Registration Statement.

     (c) Until the Registration Statement is filed with the SEC, the Company may
require the  Consultant  (including,  for  purposes of this  Section  4(c),  any
Inspector  representing  Consultant in accordance with the provisions of Section
3(i)) to agree to keep confidential any non-public information,  relating to the
Company,  received by Consultant  in  accordance  with this Section 4(c) and not
disclose such information  (other than to an affiliate or prospective  purchaser
who agrees to respect the  confidentiality  provisions  of this  Section  4(c));
provided that Consultant shall be released from her confidentiality  obligations
hereunder to the extent necessary to permit  Consultant to trade her Registrable
Securities in compliance  with the securities  laws if the Company  breaches its
obligations to timely file the  Registration  Statement and Consultant  shall be
relieved of its  confidentiality  obligations  hereunder  if the release of such
information  is  required  by  law or  necessary  to  respond  to  inquiries  of
regulatory authorities; provided, further, however, that Consultant shall not be
relieved of her confidentiality  obligation with respect to any such information
otherwise  permitted  to be released  pursuant to this  Section 4(c) that is not
material to the Company.  The foregoing  requirement  shall exclude  information
which (i) is or becomes generally available to the public other than as a result
of disclosure by the  Consultant or the  Consultant's  Representatives,  or (ii)
becomes  available to the Consultant or any of the Consultant's  Representatives
on a  non-confidential  basis  from a  source  other  than  the  Company  or its
affiliates or  Representatives,  provided that neither the  Consultant or any of
the  Consultant's  Representatives  is  aware  that  such  source  is  under  an
obligation  (whether  contractual,  legal or  fiduciary)  to the  Company or its
affiliates  or  Representatives  to  keep  such  information  confidential.  For
purposes  hereof,  the  "Representatives"  of any  entity  means  such  entity's
directors,  officers,  employees,  Inspector(s),  legal and financial  advisors,
accounts and other agents and representatives.

     (d) In the event Consultant (with the approval of the Company in accordance
with  Section  2(b))  determines  to  engage  the  services  of an  underwriter,
Consultant  agrees to enter into and perform  Consultant's  obligations under an

REGISTRATION RIGHTS AGREEMENT - Page 7

<PAGE>

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, unless Consultant has notified the Company in writing of
Consultant's election to exclude all of Consultant's Registrable Securities from
such Registration Statement.

     (e) Consultant  agrees that, upon receipt of any notice from the Company of
the  happening of any event of the kind  described in Section  3(d),  Consultant
will immediately  discontinue  disposition of Registrable Securities pursuant to
the  Registration   Statement   covering  such   Registrable   Securities  until
Consultant's  receipt  of  copies  of the  applicable  supplemented  or  amended
prospectus and, if so directed by the Company,  Consultant  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  Consultant's  possession,  of the
prospectus  covering such Registrable  Securities current at the time of receipt
of such notice.

     (f)  Consultant  may  not  participate  in  any  underwritten  Registration
hereunder unless Consultant (i) agrees to sell her 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.

5. EXPENSES OF REGISTRATION.

     All reasonable expenses,  other than underwriting discounts and commissions
and stock transfer taxes, if any,  incurred in connection with the  Registration
pursuant to Sections 2 and 3, including,  without limitation,  all registration,
listing and qualification  fees,  printers and accounting fees, and the fees and
disbursements  of counsel  for the  Company,  shall be paid by the  Company.  In
addition,  the Company shall pay the fees and disbursements of one legal counsel
to represent the  interests of all persons  selling  securities  pursuant to the
Registration Statement, if so designated in accordance with Section 2(b), but in
no case shall the  Company be  required  to pay fees and  disbursements  to this
counsel in excess of $25,000.


6. INDEMNIFICATION.

     (a) To the extent  permitted  by law,  the  Company  will  indemnify,  hold
harmless and defend (i) Consultant if she holds Registrable  Securities  covered
by the Registration Statement, (ii) the directors,  officers,  partners and each
person who  controls  any  Consultant  within the meaning of the 1933 Act or the
Exchange Act, if any, (iii) any underwriter (as defined in the 1933 Act) for the
Consultant,  and (iv) the  directors,  officers,  partners,  employees  and each
person who controls any such  underwriter  within the meaning of the 1933 Act or
the Exchange 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 the 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 the  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


REGISTRATION RIGHTS AGREEMENT - Page 8
<PAGE>

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 Exchange 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").  Subject to the
restrictions  set forth in  Section  6(c) with  respect  to the  number of legal
counsel,  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.  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
the Registration  Statement or any such amendment thereof or supplement thereto,
if such  prospectus was timely made available by the Company in accordance  with
the provisions 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
then  amended  or  supplemented,  such  corrected  prospectus  was  timely  made
available  by the Company in  accordance  with the  provisions  hereof,  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 Consultant.  Such indemnity shall remain in
full force and effect  regardless of any  investigation  made by or on behalf of
the  Indemnified  Person  and shall  survive  the  transfer  of the  Registrable
Securities by the Consultant pursuant to Section 9.


     (b) Consultant agrees severally and not jointly 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  Exchange  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 Exchange 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 Exchange
Act or  otherwise,  insofar  as such  Claim  arises  out of or is based upon any
Violation  by  Consultant,  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  Consultant  expressly  for  use in
connection  with  the  Registration  Statement  (or  prospectus  forming  a part
thereof);  and subject to Section 6(c)  Consultant  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 Consultant,
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 Consultant 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
Consultant  as a result of the sale of  Registrable  Securities  pursuant to the

REGISTRATION RIGHTS AGREEMENT - Page 9

<PAGE>

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 Consultant
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
the Indemnified  Person or the Indemnified  Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified 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 Consultant  and/or  persons  holding at least
fifty-five  percent  (55%)  of  the  Registrable   Securities  included  in  the
Registration Statement to which the Claim relates, if the Consultant is 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 EXCHANGE ACT.

     With a view to making  available to the Consultant 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 Consultant to sell Registrable Securities to
the public without  registration  ("Rule 144"),  the Company agrees to:

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

REGISTRATION RIGHTS AGREEMENT - Page 10

<PAGE>

     (b) file with the SEC in a timely  manner all reports  and other  documents
required of the Company  under the 1933 Act and the  Exchange 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

     (c)  furnish  to  Consultant  so  long  as  Consultant   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 Exchange 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
Consultant to sell such securities pursuant to Rule 144 without registration.

9.      ASSIGNMENT OF REGISTRATION RIGHTS.

     Subject to the  written  approval  of the  Company  not to be  unreasonably
withheld,  the rights under this Agreement are  automatically  assignable by the
Consultant to any  transferee  of  Registrable  Securities  having a value of at
least  $50,000  (based upon the exercise  price of the Warrant as of the date of
assignment or, with respect to Registrable Securities already issued pursuant to
exercise of a Warrant, the average of the lowest 3 closing bid prices for shares
of such Registrable Security during the 20 trading days prior to the assignment)
if: (i) the  Consultant  agrees in writing  with the  transferee  or assignee to
assign such  rights,  and a copy of such  agreement  is furnished to the Company
within a reasonable  time after such  assignment,  (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written notice
of (a) the name and address of such transferee or assignee and the circumstances
in  which  such  Registrable  Securities  are  being  transferred,  and  (b) the
securities with respect to which such registration  rights are being transferred
or  assigned,   (iii)  following  such  transfer  or  assignment,   the  further
disposition of such securities by the transferee or assignee is restricted under
the 1933 Act and applicable  state  securities  laws, (iv) at or before the time
the Company  receives  the written  notice  contemplated  by clause (ii) of this
sentence,  the  transferee or assignee  agrees in writing with the Company to be
bound by all of the provisions  contained  herein,  (v) such transfer shall have
been made in  accordance  with the  applicable  requirements  of the  Securities
Purchase  Agreement and applicable  securities  laws,  and (vi) such  transferee
shall be an "Accredited Investor" as that term defined in Rule 501 of Regulation
D promulgated under the 1933 Act.

10.     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 Consultant. Any
amendment or waiver effected in accordance with this Section 10 shall be binding
upon Consultant and the Company.

11.     MISCELLANEOUS.

     (a) A person or entity is deemed to be a holder of  Registrable  Securities
whenever such person or entity owns of record 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)  or
delivered  personally or by courier  (including a recognized  overnight delivery

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<PAGE>

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 or 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: If to the Company:

     Cytomedix, Inc.
     1523 South Bowman Rd., Suite A
     Little Rock, Arkansas  72211
     Attention:  President and Chief Executive Officer
     Telephone:      501-219-2111
     Facsimile:      501-219-2114

     With copy to:

     Williams & Anderson PLC
     111 Center St., 22nd floor
     Little Rock, Arkansas 72201
     Attention:      Peter G. Kumpe
     Telephone:      501-372-0800
     Facsimile:      501-372-6453

If to Consultant: at her address as shown on the books of the Company.

     With a copy to:

     Gardere Wynne Sewell
     1601 Elm Street, Suite 3000
     Dallas, Texas  75201
     Attention:      W. Robert Dyer, Jr.
     Telephone:      214-999-4574
     Facsimile:      214-999-3574

     (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  APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, 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

 REGISTRATION RIGHTS AGREEMENT - Page 12

<PAGE>

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  with 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 Consulting  Agreement (including all schedules and
exhibits  thereto),  and the Warrant  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  Consulting
Agreement  (including  all  schedules  and  exhibits  thereto),  and the Warrant
supersede all prior agreements and understandings  among the parties hereto with
respect to the subject matter hereof and thereof.

     (g) Subject to the  requirements of Section 9 hereof,  this Agreement shall
be binding upon and inure to the benefit of the parties and their successors and
assigns.

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

     (i) 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.

     (j) 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.

     (k)  Except  as  otherwise   provided   herein,   all  consents  and  other
determinations to be made by the Consultant  pursuant to this Agreement shall be
made by Consultant and other persons holding at least  fifty-five  percent (55%)
of the Registrable Securities,  determined as if the Warrant(s) then outstanding
have been converted into Registrable Securities.

     (l)  The  Company  acknowledges  that a  breach  by it of  its  obligations
hereunder will cause  irreparable harm to Consultant 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
Consultant 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


REGISTRATION RIGHTS AGREEMENT - Page 13

<PAGE>

the necessity of showing  economic  loss and without any bond or other  security
being  required.  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  Consultant has caused
this Agreement to be duly executed as of the date first above written.



CYTOMEDIX, INC. :


By:
        --------------------------------------
        Kent T. Smith, Chief Executive Officer


CONSULTANT:


By:
        ---------------------------------------
        Nadine C. Smith














REGISTRATION RIGHTS AGREEMENT - Page 14