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.

    


    March
      7,
      2005

    


    THIS
      CERTIFIES THAT, KOL Bio-Medical Instruments, Inc., for value received, and
      its
      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”),
      SIXTY
      THOUSAND (60,000) fully-paid and non-assessable shares (the “Shares”)
      of the
      Company’s Common Stock at $2.55 per share, 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 Letter Agreement, dated March
      7, 2005,
      by and
      between the Company and Warrantholder (the “Letter
      Agreement”).

     

    1.  Term.
      Except
      as otherwise provided for herein, the SIXTY THOUSAND (60,000) Shares represented
      by this Warrant shall be exercisable, in whole or in part, at any time and
      from
      time to time, after March 7, 2006, and ending at 5:00 p.m., central standard
      time, on March 7, 2010 (the “Expiration
      Date”).
      

     

    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 and payment of the
      Warrant Exercise Price, to purchase from the Company the Shares represented
      by
      this Warrant as follows: 60,000 Shares represented by this Warrant will become
      fully vested and immediately exercisable on March 7, 2006.

     

    
      
        
        

      

      
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    3.  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.

     

    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:

     

    (a)  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.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    (b)  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.

     

    (c)  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.

     

    (d)  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.

     

    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 may make a cash payment therefore
      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.

     

    
      
        
        

      

      
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    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
      holder 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 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.

     

    
      
        
        

      

      
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    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. Legend
      on Warrant Shares.
      The
      certificates representing the Warrant Shares shall bear a legend substantially
      similar to the following:

    


    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933 OR THE SECURITIES LAW OF ANY STATE AND ARE BEING OFFERED AND SOLD IN
      RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT
      OF 1933 AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
      TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
      PERMITTED UNDER THE SECURITIES ACT OF 1933 AND SUCH LAWS PURSUANT TO
      REGISTRATION OR EXEMPTION THEREFROM.

    


     

    16. 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.

     

    17. 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.


     

    18. 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.


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

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

    
      	 	 	 
	 	CYTOMEDIX,
              INC.
	 
 	 
 	 
 
	
            	 	/s/ Kshitij
              Mohan
	 	
              
                

              

              Kshitij Mohan, Chief Executive Officer

               

            
	 	
              Cytomedix,
                Inc.

              416
                Hungerford Drive, Suite 330 

              Rockville,
                Maryland 20850

            


    

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    NOTICE
      OF EXERCISE

    


    


    To:         
      Kshitij
      Mohan, Chief Executive Officer

    Cytomedix,
      Inc.

    416
      Hungerford Drive, Suite 330 

    Rockville,
      Maryland 20850

     

    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 in the amount
      of
      ___________ by wire transfer or by certified or bank check.

     

    2. 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)

            
	
            	 	 	
            


    

     

    
      
        
        

      

      
        A-7