[The
      Wall
      Street Group Letterhead]

     

    August
      26, 2005

    


    Dr.
      Kshitij Mohan, Ph.D.

    Chairman
      and Chief Executive Officer

    Cytomedix,
      Inc.

    416
      Hungerford Drive, Suite 330 Rockville, MD 20850

    


    Dear
      Dr.
      Mohan;

    


    This
      will
      confirm our understanding that The Wall Street Group, Inc. has been retained
      as
      financial public relations counsel to Cytomedix, Inc. beginning September 1,
      2005 and continuing until canceled as hereinafter provided at a cash fee of
      $5,000 per month, payable in advance on the first day of each month, plus the
      reimbursement of out-of-pocket expenses, payable on receipt of an itemized
      statement thereof, as well as the granting to The Wall Street Group, Inc. of
      a
      five-year stock option, with piggyback registration rights as more fully set
      forth below, on 30,000 shares of Cytomedix, Inc. Common Stock at $6.00 per
      share
      for the first year. This option will vest at the rate of one-twelfth per month
      beginning September 1, 2005. This contract may be cancelled by either party
      on
      ninety (90) days written notice.

    


    The
      Wall
      Street Group, Inc. will undertake a financial public relations program on behalf
      of Cytomedix, Inc. aimed at the development of sponsorship for the Company's
      securities through introductions with brokers, security analysts, money
      managers, fund managers and investment bankers in key centers of the United
      States. In addition, our services will include the writing and distribution
      of
      news releases, introductions to appropriate trade and business periodicals
      and
      assistance in the preparation of shareholder communications.

    


    At
      the
      conclusion of 12 months, should this contract not be canceled by either party
      on
      90 days prior written notice, or modified, by mutual agreement, the same terms
      will pertain to the next 12 month period, except that the cash fee will be
      $7,500 per month and The Wall Street Group, Inc. will be granted an additional
      five-year option on as many shares as could be bought for $100,000 using the
      closing bid price (or last sale price if the Common Stock shall be listed on
      a
      national securities exchange) of the common stock on the anniversary of the
      date
      of this Agreement as the exercise price; and each year thereafter, this
      additional option grant and formula will be maintained, until this agreement
      shall be canceled or modified, with each such option to be on the terms and
      conditions as set forth herein. Cytomedix, Inc. agrees to maintain and reserve
      a
      sufficient number of authorized and unissued shares of Common Stock for future
      exercise of any additional stock options granted pursuant to the preceding
      sentence.

    


    Cytomedix,
      Inc. agrees with respect to all options which The Wall Street Group, Inc. is
      entitled to receive hereunder, that for so long as such options remain
      exercisable and for a period of two years thereafter, whenever Cytomedix, Inc.
      proposes to file with the Securities and Exchange Commission a registration
      statement
      (other than as to securities issued pursuant to an employee benefit plan or
      as
      to a merger, acquisition or similar transaction subject to Rule 145 promulgated
      under the Securities Act of 1933, as amended), Cytomedix, Inc., shall, at least
      30 days prior to such filing, give written notice of such proposed filing to
      The
      Wall Street Group, Inc. (or its successors or assigns, as the case may be)
      setting forth the facts with respect to such proposed filing, and shall offer
      to
      include in any such filing all of the shares subject to such options. All fees,
      disbursements and out-of-pocket expenses in connection with the filing of any
      registration statement and in complying with applicable securities and blue
      sky
      laws shall be borne by Cytomedix, Inc., all as more fully set forth in the
      option agreement,

    

      /s/RS(RS)

      /sKM(KM)

      Initials

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      number of options due The Wall Street Group, Inc. in any twelve month period
      beginning with the initiation of this agreement will immediately double and
      fully vest should arrearages of fees and reimbursements of out of pocket
      expenses due The Wall Street Group, Inc., whether in cash or stock, at any
      time
      cumulatively total $15,000 U.S., or more, equivalent to three months of fees,
      or
      greater.

    


    This
      agreement can be canceled by either party on ninety (90) days written notice.
      Should this agreement be canceled earlier than one year from the date hereof
      as
      reflected below, The Wall Street Group, Inc. will, if applicable, return to
      Cytomedix, Inc. a prorated portion of the five-year, or greater, stock option,
      which portion shall be based on the number of days remaining in the twelve
      month
      retainer period. For this purpose (and all other purposes of this agreement),
      the ninety (90) day period following notice of termination shall be considered
      part of the retainer period,

    


    It
      is
      understood that during the 90 day period following notice of termination,
      Cytomedix, Inc. will continue to honor its fee arrangement to The Wall Street
      Group, Inc., plus reimbursement of expenses, and that The Wall Street Group,
      Inc. will continue the completion of any work undertaken on behalf of Cytomedix,
      Inc.

    


    Any
      disputes arising under or in connection with the interpretation of this
      Agreement or the rights and obligations of the parties hereto shall be resolved
      by arbitration in the City of New York under the rules of the American
      Arbitration Association then obtaining. The decision of the arbitrators) shall
      be final and binding, and judgment may be entered thereon in the Supreme Court
      of the State of New York or in the United States District Court for the Southern
      District of New York or any court having jurisdiction, The costs and expenses,
      including counsel fees, shall be borne by each of the parties or as the
      arbitrator(s) may determine at the request of any party.

    


    It
      is
      further understood that as your financial public relations counsel we must
      in
      all instances rely upon the accuracy and completeness of the information
      supplied to us by Cytomedix, Inc., its officers and directors. In that
      connection, Cytomedix, Inc. assumes full responsibility for the accuracy and
      completeness of such information, and Cytomedix, Inc. agrees to indemnify The
      Wall Street Group, Inc, and pay the reasonable costs and expenses (including,
      without limitation, attorneys' fees, disbursements and related expenses), of
      The
      Wall Street Group, Inc. in any suit or proceeding arising out of or related
      to
      any action taken by, or omitted to be taken by, Cytomedix, Inc. or any of its
      officers, directors, agents or employees, or by The Wall Street Group, Inc.
      in
      the performance of services for Cytomedix, Inc.

     

    In
      turn,
      The Wall Street Group, inc. agrees to issue no press releases on behalf of
      Cytomedix, inc. which have not had the prior clearance of Dr, Kshitij Mohan
      or
      any other corporation officer he may designate.

    


    If
      this
      agreement meets with your approval, please sign one copy and return it to me,
      along with a check representing the first month's fee while retaining the other
      copy for your files. For your convenience, we are providing our checking account
      information, Account # 6300659142, ABA Routing # 02100018, so that you may
      remit
      payment via bank wire transfer.

    
      	 	 	 
	 	
              Very
                truly
                yours,

            
	 
 	 
 	 
 
	
            	
            	/s/ Ronald
              Stabiner
	 	
              
Ronald
              Stabiner
	 	Vice
              President


    

     

     

    RS/ss

     

    AGREED
      TO: 

    


    Cytomedix,
      Inc.

    


    /s/
      Kshitij Mohan

    
      

    

    Dr.
      Kshitij Mohan

    Chairman
      and Chief Executive Officer

    


    Dated:
      8/29/05

     

    
      /s/RS(RS)

      /sKM(KM)

      Initials