FIRST AMENDMENT TO THE

                                ROYALTY AGREEMENT



                  This First Amendment, dated as of April 20, 2001 (this

"AMENDMENT"), to the Royalty Agreement, dated as of December 26, 2000 (the

"ROYALTY AGREEMENT") by and between Cytomedix, Inc., a Delaware corporation

("CYTOMEDIX"), and Curative Health Services, Inc., a Minnesota corporation

("CURATIVE"). Terms used herein but not defined shall have the meanings

ascribed in the Royalty Agreement.



                                    RECITALS



                  WHEREAS, the parties entered into the Royalty Agreement

pursuant to the terms and conditions of an Amended and Restated Asset

Purchase Agreement, effective as of October 12, 2000 (the "ASSET PURCHASE

AGREEMENT"), pursuant to which Cytomedix purchased certain assets of Curative

and its affiliates as set forth therein, including the Patents;



                  WHEREAS, Cytomedix entered into a license agreement,

effective March 19, 2001, between Cytomedix and DePuy AeroMed, Inc. ("DEPUY")

(the "LICENSE AGREEMENT"), and under the Royalty Agreement, Cytomedix is

required to pay Curative royalties on the Net Sales Amount of the Future

Products sold thereunder; and



                  WHEREAS, Cytomedix and Curative are parties to a Consent,

Payoff, Conversion and Exchange Agreement dated the date hereof, under which

Cytomedix and Curative have agreed to amend the Royalty Agreement as set

forth in this Amendment as partial consideration for the transactions

contemplated by the Consent, Payoff, Conversion and Exchange Agreement.



                  NOW, THEREFORE, for and in consideration of the premises

and the mutual covenants contained herein, and for other good and valuable

consideration, the receipt, adequacy and legal sufficiency of which are

hereby acknowledged, the parties do hereby agree as follows:



                  1.       The definition of "FUTURE PRODUCTS" in Article I

of the Royalty Agreement shall be replaced, to read in its entirety as

follows:



                  "FUTURE PRODUCTS" - ANY PRODUCTS WHICH EMBODY ANY OF THE

PATENTS OR ARE COVERED BY ANY CLAIM OF THE PATENTS.



                  2.       Section 2.2 of the Royalty Agreement shall be

replaced, to read in its entirety as follows:



                  "SECTION 2.2  PAYMENT OF ROYALTY.



                  (a)      EXCEPT AS SET FORTH IN PARAGRAPH (b) BELOW,

CYTOMEDIX SHALL PAY THE ROYALTY QUARTERLY. WITHIN FORTY-FIVE (45) DAYS AFTER

THE END OF EACH CALENDAR QUARTER, CYTOMEDIX SHALL (i) PAY CURATIVE THE AMOUNT

OF THE ROYALTY OWED BY CYTOMEDIX FOR SUCH CALENDAR QUARTER, AND (ii) PROVIDE

CURATIVE WITH A WRITTEN REPORT SETTING FORTH THE NET SALES AMOUNT WITH

RESPECT TO PROCUREN AND THE FUTURE PRODUCTS FOR THE APPLICABLE QUARTER, AND

THE COMPUTATION OF THE PROCUREN ROYALTY AND THE FUTURE PRODUCTS ROYALTY WITH

RESPECT THERETO FOR THE APPLICABLE QUARTER. THE ROYALTY SHALL BE PAYABLE IN

CURRENCY OF THE UNITED STATES OF AMERICA REGARDLESS OF THE COUNTRY WHERE

EARNED AND SHALL BE PAID OR DEPOSITED AS DESIGNATED IN WRITING BY CURATIVE.

THE EXCHANGE RATE USED TO CALCULATE THE ROYALTY SHALL BE THE SAME RATE

SPECIFIED UNDER FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT 52, OR ITS

SUCCESSOR, USED TO TRANSLATE THE FINANCIAL RESULTS OF CYTOMEDIX OR ITS

AFFILIATES FOR PUBLIC REPORTING. IF THE ROYALTY FOR THE





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PREVIOUS CALENDAR QUARTER REMAINS UNPAID WITHIN FORTY-FIVE (45) DAYS AFTER

THE END OF SUCH CALENDAR QUARTER, INTEREST SHALL ACCRUE ON SUCH UNPAID AMOUNT

AT THE LOWER OF (i) FIFTEEN PERCENT (15%) PER ANNUM, OR (ii) THE HIGHEST RATE

PERMITTED BY LAW, UNTIL PAID.



                  (b)      EACH OF CURATIVE AND CYTOMEDIX SHALL, AND

CYTOMEDIX SHALL USE ITS BEST EFFORTS TO CAUSE DEPUY TO, ENTER INTO AN

AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A, PURSUANT TO

WHICH APPROXIMATELY 92.3 PERCENT (92.3%) OF THE ROYALTIES PAYABLE TO

CYTOMEDIX UNDER THE LICENSE AGREEMENT SHALL BE PAID DIRECTLY TO CURATIVE AS

FOLLOWS:



                  (i)      SIX PERCENT (6%) OF ANY AND ALL NET SALES MADE BY

SUBLICENSORS OF PRODUCTS (AS DEFINED IN THE LICENSE AGREEMENT) SHALL BE MADE

DIRECTLY TO CURATIVE, PAYABLE ON A QUARTERLY BASIS BY FEDERAL FUNDS WIRE, TO

AN ACCOUNT SPECIFIED BY CURATIVE; AND



                  (ii)     ONE-HALF PERCENT (0.5%) OF ANY AND ALL NET SALES

MADE BY SUBLICENSORS OF PRODUCTS (AS DEFINED IN THE LICENSE AGREEMENT)SHALL

BE MADE TO CYTOMEDIX.



                  (c)      CYTOMEDIX SHALL, AND USE ITS BEST EFFORTS TO CAUSE

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