SHAREHOLDERS
      AGREEMENT

    


    This
      SHAREHOLDERS AGREEMENT (“Agreement”) executed as of August 2, 2007 (“Effective
      Date”), between Cytomedix, Inc., a Delaware corporation ("Cytomedix"), Fitch,
      Even, Tabin & Flannery ("Fitch, Even"), and The Coleman Law Firm
      ("Coleman"), who are all hereinafter collectively referred to as the
“Parties.”

    


    WITNESSETH

    


    WHEREAS,
      the
      Parties entered into an Amended and Restated Retainer Agreement (“Retainer
      Agreement”) effective as of July 29, 2003, governing the terms of Fitch, Even
      and Coleman’s legal representation of Cytomedix, including, without limitation,
      the scope and nature of the legal representation and the fee agreement for
      such
      services; and

    


    WHEREAS,
      the
      Parties entered into a Term Sheet Agreement (“Term Sheet”) effective as of
      August 2, 2007, which provides for certain consideration to be exchanged between
      the Parties in return for an amendment to the Retainer Agreement and the agreed
      upon liquidation of contingent fees due Fitch, Even and Coleman under the
      Retainer Agreement; and

    


    WHEREAS,
      as
      provided in the Term Sheet, the Parties have agreed to the terms of the binding,
      final agreed-upon terms to be incorporated into the definitive agreements
      summarized in the Term Sheet.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual terms, promises, agreements, and conditions herein,
      the receipt and adequacy of which are hereby acknowledged, the Parties
      acknowledge and agree as follows:

    


    1. Incorporation
      of Recitals and Exhibits.
      All
      recitals set forth in this Agreement and the exhibits attached to this Agreement
      are contractual and are not merely recitals of fact.

    


    2. Release
      of Claims and Interests under Retainer Agreement.
      No later
      than five business days after the execution of this Agreement, Cytomedix shall
      pay to Fitch, Even and Coleman the total sum of Ninety Thousand U.S. Dollars
      ($90,000) (the “Payment”), representing the agreed upon liquidation amount of
      contingent fees accrued and owed by Cytomedix pursuant to the Retainer Agreement
      through June 30, 2007. Upon receipt of the Payment, Fitch, Even and Coleman
      and
      any of their past, present, or future affiliates, partners, joint venturers,
      stockholders, members, predecessors, successors, assigns, officers, directors,
      employees, agents, representatives, independent contractors, attorneys, and
      any
      other person, firm, corporation or limited liability company with whom Fitch,
      Even and Coleman are now or may hereafter be affiliated, hereby waive and
      release any and all claims, interests and causes of action, whether known or
      unknown, under the Retainer Agreement, including without limitation any interest
      in all amounts due and payable to Cytomedix before or after June 30, 2007,
      and
      any and all interest in past or future revenue generated from licensing
      agreements or sales of Cytomedix’s products. Notwithstanding the foregoing,
      Coleman shall retain, and does not waive, its interest in royalties received
      from Medtronic, Inc. pursuant to a separate retainer agreement among Cytomedix,
      Coleman and Fish & Richardson.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3. Issuance
      of Shares of Common Stock.
      Cytomedix shall issue to Fitch, Even and Coleman a total of One Million Three
      Hundred Thousand (1,300,000) shares of Cytomedix common stock (“Shares”).
      The Shares shall be prorated between the firms according to their respective
      Lodestar Percentage as calculated according to Exhibit C of the Retainer
      Agreement. Cytomedix shall issue the Shares within ten (10) business days after
      receiving all necessary authorizations, including that from the American Stock
      Exchange, and after it has received lists from Fitch, Even and Coleman
      containing the identity of, and number of Shares to be issued to, each of their
      respective distributees. 

    


    4. Issuance
      of Warrants.
      Cytomedix shall issue to Fitch, Even and Coleman a total of Nine Hundred Seventy
      Five Thousand warrants to purchase shares of Cytomedix common stock
      (“Warrants”). The strike price on the Warrants will
      be
      as
      follows: 325,000 at
      $1.25
      (Group A); 325,000 at $1.50
      (Group
      B); and 325,000 at $1.75 (Group C). The form of the Warrants are attached to
      this Agreement as Exhibit A (Group A), Exhibit B (Group B) and Exhibit C (Group
      C). Cytomedix shall issue the Warrants within ten (10) business days after
      receiving all necessary authorizations, including that from the American Stock
      Exchange, and after it has received lists from Fitch, Even and Coleman
      containing the identity of, and number and type of Warrants to be issued to,
      each of their respective distributees.

    


    5. Restrictions
      on Shares and Warrants. The
      Shares and the shares of Cytomedix common stock issuable upon exercise of the
      Warrants (“Warrant Shares”) are subject to the following
      restrictions:

    


    
      	 	
              a.)

            	
              During
                the period from the Effective Date until the date the Registration
                Statement (as defined in the Registration Rights Agreement between
                the
                Parties effective as of August 2, 2007) is declared effective, no
                Registered Securities may be publicly
                sold.

            


    

    


    
      	 	
              b.)

            	
              Beginning
                on the date the Registration Statement is declared effective, Fitch,
                Even
                and Coleman may publicly sell, or may exercise and publicly
                sell:

            


    

    


    25%
      of
      the Shares

    25%
      of
      the Warrant Shares 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	
              c.)

            	
              In
                or after the first fiscal quarter following the end of the fiscal
                quarter
                in which the Registration Statement is declared effective, Fitch,
                Even and
                Coleman may publicly sell, or may exercise and publicly
                sell:

            


    

    


    25%
      of
      the Shares

    25%
      of
      the Warrant Shares 

    


    
      	 	
              d.)

            	
              In
                or after the second fiscal quarter following the end of the fiscal
                quarter
                in which the Registration Statement is declared effective, Fitch,
                Even and
                Coleman may publicly sell, or may exercise and publicly
                sell:

            


    

    


    25%
      of
      the Shares

    25%
      of
      the Warrant Shares 

    


    
      	 	
              e.)

            	
              In
                or after the third fiscal quarter following the end of the fiscal
                quarter
                in which the Registration Statement is declared effective, Fitch,
                Even and
                Coleman may publicly sell, or may exercise and publicly
                sell:

            


    

    


    25%
      of
      the Shares

    25%
      of
      the Warrant Shares

    


    f.) Notwithstanding
      the foregoing, Fitch, Even and Coleman shall have the right to distribute the
      Registered Securities a among partners and other lawyers of their respective
      firms; however, any such distributees shall take such Registered Securities
      subject to the restrictions contained in this Agreement and in the Registration
      Rights Agreement. Nothing herein shall restrict Fitch, Even, Coleman, or their
      distributees from exercising the Warrants while the underlying Warrant Shares
      are subject to the foregoing restrictions on public resale.

    


    6. Distributee
      Information. Within
      five business days of the execution of this Agreement, Fitch, Even and Coleman
      hereby agree to provide Cytomedix with documents stating the identity of, and
      the amounts of Shares and Warrants to be issued to, their respective
      distributees. 

    


    7. Indemnification. Fitch,
      Even and Coleman hereby agree to indemnify and hold Cytomedix harmless from
      any
      and all claims or liability arising out of information provided to Cytomedix
      by
      Fitch, Even and Coleman, including, but not limited to, any information provided
      pursuant to Paragraph 6 above and any information provided pursuant to the
      Registration Rights Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    8. Confidentiality. All
      financial terms of this Agreement and any other agreement between the Parties
      shall be kept confidential and will not, without the prior written consent
      of
      all Parties, be disclosed by the Parties, their officers, directors, partners,
      attorneys, employees, agents, shareholders, independent contractors, joint
      venturers or other affiliated or related persons, entities or representatives,
      in any manner whatsoever, unless required for a legitimate business purpose
      or
      pursuant to a binding legal requirement of disclosure. 

    


    9. Expenses.
      The
      Parties shall each pay their own expenses incident to the preparation, execution
      and delivery of this Agreement and the consummation of the transactions
      described herein or undertaken in connection herewith, including, but not
      limited to, all attorneys’ fees, accountants and other professional fees and
      expenses.

    


    10. Heirs,
      Successors and Assigns.
      All
      covenants, agreements, representations and warranties of the Parties contained
      herein shall be binding upon and inure to the benefit of the Parties and their
      respective heirs, successors and assigns.

     

    11. Amendments.
      This
      Agreement may only be amended by a written agreement signed by all of the
      Parties hereto.

     

    12. Additional
      Documents.
      Each of
      the Parties agrees to cooperate fully in the effectuation of the transactions
      contemplated hereby and to execute and obtain and deliver any and all additional
      documents or take such additional action as shall be reasonably necessary or
      appropriate for such purpose.

     

    13. Counterparts.
      For the
      convenience of the Parties, this Agreement may be executed in one or more
      counterparts, each of which shall be deemed to be an original.

     

    14. Headings.
      Headings in this Agreement are for convenience only and shall not be used to
      interpret or construe its provisions.

     

    15. Assignment. This
      Agreement shall not be assigned by any Party without the prior written consent
      of all other Parties.

     

    16. Governing
      Law and Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware. With regard to any dispute in connection with this Agreement,
      the parties agree to the exclusive jurisdiction and venue of the federal or
      state courts sitting in Montgomery County, Maryland.

    


    17. Waiver. Any
      failure by any of the Parties hereto to comply with any of the obligations,
      agreements or conditions set forth herein may be waived in writing by the other
      party or Parties, provided, however, that any such waiver shall not be deemed
      a
      waiver of any other obligations, agreement or condition contained herein or
      a
      continuing waiver of such obligation, agreement or condition.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    18. Severability.
      If any
      provision of this Agreement, or the application thereof to any person or
      circumstance, shall, for any reason and to any extent, be invalid or
      unenforceable, the remainder of this Agreement and the application of such
      provision to other persons or circumstances shall not be affected thereby,
      but
      rather shall be enforced to the greatest extent permitted by law.

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
      date first above written.

    
      	 	 	 
	 	CYTOMEDIX, INC.
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Kshitij
              Mohan, Chairman/CEO
	 	 


    

    
      	 	 	 
	 	FITCH,
              EVEN, TABIN & FLANNERY
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              120
                South LaSalle Street, Suite 1600

              Chicago,
                IL 60603

            
	 	
            


    

    
      	 	 	 
	 	THE
              COLEMAN LAW FIRM
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              77
                West Wacker Drive, Suite 4800 

              Chicago,
                Illinois 60601