Term
      Sheet Agreement

    


    This
      Term
      Sheet Agreement is entered into by and among Cytomedix, Inc. and Fitch, Even,
      Tabin & Flannery (“Fitch, Even”) and Robert F. Coleman & Associates
      (“RCA”) effective as of this 2nd
      day of
      August, 2007. Fitch, Even and RCA are referred to collectively as “Counsel.” The
      terms set forth herein are the binding, final agreed-upon terms to be
      incorporated into one or more definitive agreements (“Definitive Agreements")
      that the parties shall use their good faith efforts to enter into. 

    


    
      	
            	1.	
              “Retainer
                Agreement” means the Amended and Restated Retainer Agreement by and among
                Cytomedix and Fitch, Even and RCA effective as of July 29, 2003.
                

            


    

    


    
      	
            	2.	
              Cytomedix
                shall pay Fitch, Even and RCA the
                sum of ninety thousand U.S. dollars ($90,000) representing an agreed
                upon
                liquidation of Counsel’s
                contingent fee shares of all royalty revenue, as
                of June 30, 2007, which would be due to Counsel pursuant to the terms
                of
                the Retainer
                Agreement. Subject to receiving such
                payment,
                Fitch, Even and RCA waive and release any and all claims or interests
                under the Retainer Agreement, including without limitation any interest
                in
                all
                amounts
                due and payable to Cytomedix after June 30, 2007, and any and all
                interest
                in past and future revenue generated from licensing
                agreements or sales
                of Cytomedix’s products. RCA does not waive but shall retain its interest
                in royalties received from Medtronic pursuant to the separate retainer
                agreement between and among Cytomedix, RCA and Fish & Richardson.
                

            


    

    


    
      	
            	3.	
              Pursuant
                to a Shareholder’s Agreement negotiated and executed as part of the
                Definitive Agreements, Cytomedix shall issue to Fitch, Even and RCA
                a
                total of One Million Three Hundred Thousand (1,300,000) shares of
                Cytomedix common stock (the
                “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. 

            


    

    


    
      	
            	4.	
              Pursuant
                to the Shareholder’s Agreement and a form of warrant to be negotiated and
                executed as part of the Definitive Agreements, Cytomedix shall issue
                to
                Fitch, Even and RCA a total of Nine Hundred Seventy Five Thousand
                warrants
                to purchase shares of Cytomedix common stock (“the Warrants”). The
                Warrants will have a seven and one half (7.5) year term. 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). Cytomedix shall have a
                right to
                call the Warrants according to the following schedule once the underlying
                stock trades at or above the designated call price for ten (10)
                consecutive trading days: Group A Warrants - $4/share; Group B Warrants
                -
                $5/share; Group C Warrants - $6/share. If Cytomedix exercises its
                right to
                call, it shall provide at least forty-five (45) days notice for one-half
                of the Warrants subject to the call and at least ninety (90) days
                notice
                for the remainder of the Warrants subject to the call. In no event,
                however, shall the call right apply to Warrants whose underlying
                shares
                are not yet publicly tradable due to the restrictions contained herein.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	5.	
              Upon
                the execution of the Definitive Agreements, Fitch, Even and RCA shall
                submit to Cytomedix lists containing the identity
                of, and the amounts of Shares and Warrants to be issued to, their
                respective distributees. Cytomedix shall use this information to
                prepare
                and submit the necessary applications seeking approval to issue the
                Shares
                and Warrants from the American Stock Exchange and any other
                approval
                that may be necessary. Cytomedix shall issue the Shares and 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 the firms containing the identity of,
                and
                amounts to be issued to, each of their respective distributes.
                

            


    

    


    
      	
            	6.	
              As
                part of the Definitive Agreements, the parties will negotiate and
                execute
                a Registration Rights Agreement, pursuant to which Cytomedix will
                agree to
                file with the SEC, at its own expense, a registration statement covering
                resale of the Shares and the additional shares underlying the Warrants
                within 60 days after the Effective Date of the Definitive Agreements,
                provided that Fitch, Even and RCA furnish to Cytomedix such information
                as
                Cytomedix shall require to register the Shares and the additional
                shares
                underlying the Warrants. Cytomedix will agree to use commercially
                reasonable efforts to have the registration statement declared effective
                as soon as possible. Shares may be sold under the registration statement
                only by the methods described in the registration statement (which
                will be
                standard and customary for non-underwritten resales).
                

            


    

    


    
      	
            	7.	
              The
                Shareholder’s Agreement will contain the following restrictions on the
                public resale of the Shares and the shares underlying the Warrants:
                (a)
                during the period from the Effective Date of the Definitive Agreements
                until the registration statement is declared effective, no Shares
                may be
                publicly sold; (b) 25% of the Shares may be sold on or after the
                date on
                which the registration statement is declared effective; (c) an additional
                25% may be sold in or after the first fiscal quarter following the
                end of
                the fiscal quarter in which the registration statement is declared
                effective; (d) an additional 25% may be sold in or after the second
                fiscal
                quarter following the end of the fiscal quarter in which the registration
                statement is declared effective; (e) an additional 25% may be sold
                in or
                after the third fiscal quarter following the end of the fiscal quarter
                in
                which the registration statement is declared effective. Nothing herein
                shall prevent Fitch, Even or RCA from distributing the Shares and
                Warrants
                among partners or other lawyers of the respective firms. However,
                any such
                distributee shall take such Shares or Warrants subject to the restrictions
                contained herein and in the Definitive
                Agreements.

            


    

     

    
      	
            	8.	
              As
                part of the Definitive Agreements, Cytomedix and Fitch, Even and
                RCA will
                negotiate in good faith regarding the terms of an
                amended Retainer Agreement
                covering any further patent litigation and/or licensing legal
                representation required by Cytomedix going forward (the “Second
                Retainer Agreement”). The Second Retainer Agreement shall provide for the
                following, as material terms
                thereof:

            


    

     

    (a) With
      regard to each particular matter, Cytomedix
      shall have the opportunity,
      but not
      the obligation,
      to
      engage Counsel on either a “Standard Basis” or
      on a
“Contingent Basis,” as explained more fully below. Cytomedix will pay Counsel’s
      normal hourly fees, plus all expenses, in connection with Standard Basis
      engagements. Cytomedix will pay Counsel at the same contingent fee percentages
      set forth in the Retainer Agreement, plus all expenses, in connection with
      Contingent Basis engagements. Further specifics regarding the recoveries to
      which Counsel’s contingent fee interest shall apply are provided below.
      Cytomedix shall select the desired basis of representation for a given matter
      in
      writing prior to the commencement of the representation for that matter.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) If
      Cytomedix so desires, Counsel
      shall represent Cytomedix in any matters
      involving disputes
      with Existing Licensees regarding the Knighton ‘938 patent and/or the license
      and/or settlement agreements in place
      currently
      with
      such Existing Licensees. The “Existing Licensees” are: Harvest Technologies,
      PPAI, SafeBlood Technologies, Cobe Cardiovascular (Sorin Group), Biomet,
and
      CellMedix. Counsel shall represent Cytomedix in any such disputes on a
      Contingent Basis. Counsel’s fees for any such matter handled on a Contingent
      Basis shall be limited to: (1) the full amount of any attorneys fees awarded
      to
      Cytomedix in connection with such dispute; and (2) a contingent fee
      interest
      in any
      settlements, damages, royalties or other amounts recovered by Cytomedix above
      and beyond that which was otherwise due Cytomedix under the applicable license
      agreement.

     

    (c) If
      Cytomedix so desires, Fitch,
      Even shall represent Cytomedix in any
      matters
      involving
      patent
      prosecution and maintenance necessary to maintain the Knighton ‘938 and Worden
‘112 patents in full force and effect both nationally and internationally. Such
      representation shall be on a Standard Basis.

     

    (d) If
      Cytomedix so desires, Counsel
      shall represent Cytomedix in
      the
      matters involving
      the
      investigation and notification of additional potential licensees under the
      Knighton ‘938 and/or Worden ‘112 patents, and in the negotiation of license
      agreements with such potential licensees, in matters which do not involve the
      commencement of litigation by Cytomedix or the third-party potential licensee.
      Counsel shall represent Cytomedix in any such licensing matters on
      either
      a Standard Basis or a Contingent Basis, at Cytomedix’s election. With
      regard to those licensing matters in which Cytomedix elects Counsel’s
      representations, Cytomedix
      agrees to keep Counsel reasonably informed of and involved in such licensing
      matters.

     

    (e) If
      Cytomedix so desires, Counsel
      shall represent Cytomedix in litigation matters
      necessary
      to enforce the Knighton ‘938 and/or
      Worden ‘112 patents
      against
      third-party infringers of the patent, whether the infringement claim is
      initiated by way of an affirmative claim or by counterclaim to a third-party
      declaratory judgment action. Counsel shall also represent Cytomedix in the
      defense of any declaratory judgment action or counterclaims concerning the
      Knighton ‘938 and/or
      Worden ‘112 patents
      brought
      against Cytomedix by a third-party. Counsel shall represent Cytomedix in any
      such litigation on either a Standard Basis or a Contingent Basis, at Cytomedix’s
      election; provided, however, that Counsel need not accept more than two such
      matters on a Contingent Basis
      during
      the term of the Second Retainer Agreement.
      If
      Cytomedix requests Counsel to handle more than two such matters on a Contingent
      Basis, and Counsel declines to do so, then Cytomedix shall have the right to
      either engage Counsel on a Standard Basis for the declined matters or to retain
      separate counsel for that matter on a basis acceptable to Cytomedix. Counsel
      shall have no contingent fee interest in any such declined matter for which
      Counsel
      does not represent Cytomedix.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f) With
      respect to all Contingent Basis engagements under Paragraphs 8(b)
      -8(e),
      the
      recoveries to which Counsel’s contingent fee interest applies shall include
      settlements, damages, royalties or other consideration of any kind (less
      deductions as allowed under the Retainer Agreement) received by Cytomedix,
      including amounts received by Cytomedix for the purchase of Cytomedix products
      or services by a third-party that becomes a purchaser or distributor of
      Cytomedix as part of resolution of any such matter. However, with respect
      to any
      such sales of Cytomedix products or services, the contingent fee shall be
      calculated based on the Net Profit
      received
      by Cytomedix. The “Net Profit”
shall
      equal the amount received by Cytomedix from the third-party after the deduction
      of freight, taxes, commissions paid to agents or employees, non-reimbursed
      training related expenses, company-provided equipment, and the actual cost
      of
      the product or service being sold. Further,
      the
      contingent fee interest to
      which
      Counsel shall be entitled with regard to any matter undertaken on a Contingent
      Basis shall be limited to ten times the aggregate amount of “Allowed Billings”
with respect to all Contingent Basis engagements under Paragraphs 8(b) - 8(e)..
      Time billed by Counsel shall be deemed “Allowed Billings” if Cytomedix does not
      notify Counsel of its dispute within sixty (60) days following receipt of a
      consolidated monthly statement from Counsel.
      Counsel
      shall submit consolidated invoices to Client within sixty (60) days of the
      end
      of each calendar month, otherwise, Time billed on such invoices will not be
      deemed “Allowed Billings”.

     

    All
      other
      provisions of the Retainer Agreement not inconsistent with the above specific
      terms shall be included in the Second Retainer Agreement. 

     

    
      	
            	9.	
              No
                party shall disclose any of the specific financial terms in this
                Term
                Sheet Agreement without the express written consent of the other
                parties,
                unless required for legitimate business purpose or pursuant to a
                binding
                legal requirement of disclosure.

            


    

     

    
      	
            	10.	
              Fitch,
                Even and RCA will indemnify and hold Cytomedix harmless from any
                claims or
                liability arising out of the information provided to Cytomedix by
                Fitch,
                Even and RCA.

            


    

     

    
      	
            	11.	
              The
                parties shall negotiate in good faith and endeavor to prepare and
                execute
                the Definitive Agreements as soon as practicable following the execution
                of the Term Sheet Agreement. The
                effective date
                of the
                Definitive Agreements shall be the date
                this Term Sheet Agreement
                is
                signed by all parties hereto.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Agreed
      and accepted:

    


    
      	
              Cytomedix,
                Inc.

            	 	
              Fitch,
                Even, Tabin & Flannery

            
	 	 	 
	 	 	 
	
              /s/
                Kshitij Mohan

            	 	
              /s/
                Karl R. Fink

            
	
              Name:
                Kshitij Mohan

            	 	
              Name:
                Karl R. Fink

            
	
               

              Title:
                Chairman & CEO

            	 	
               

              Title:
                Managing Partner

            
	
               

              Cytomedix

            	 	 
	
               

              Date:
                August 2, 2007

            	 	
               

              Date:
                August 2, 2007

            


    

    


    
      	
              Robert
                F. Coleman & Associates

            
	
               

               

              /s/
                Robert Coleman

            
	
              
                

                Name:
                  Robert F. Coleman

              

            
	
               

              Title:
                Principal

            
	
               

              Robert
                F. Coleman & Associates

            
	
               

              Date:
                August 2, 2007