ROYALTY AGREEMENT



                  This Royalty Agreement (the "Agreement"), is made and entered

into as of December 26, 2000 (the "Effective Date"), by and between Cytomedix,

Inc., a Delaware corporation ("Cytomedix"), and Curative Health Services, Inc.,

a Minnesota corporation ("Curative").



                                    RECITALS



                  WHEREAS, Cytomedix and Curative are parties to that certain

Amended and Restated Asset Purchase Agreement effective as of October 12, 2000

(the "Asset Purchase Agreement"), pursuant to which Cytomedix has agreed to

purchase certain assets of Curative and its Affiliates as set forth therein; and



                  WHEREAS, pursuant to Section 2.7(a)(viii) of the Asset

Purchase Agreement, it is a condition to the closing of the transactions

described in the Asset Purchase Agreement that the parties hereto enter into

this Agreement;



                                    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:



                                   ARTICLE I.

                                   DEFINITIONS



                  For purposes of this Agreement, the following terms and

variations thereof have the meanings specified or referred to in this Article I:



                  "Affiliates" - any person or entity which directly or

indirectly controls, is controlled by, or is under common control with a party

hereto. For purposes of this Agreement, "control" means the legal, beneficial or

equitable ownership directly or indirectly of more than 50% of the aggregate of

all voting equity interests rights in such entity.



                  "Best Efforts" - the efforts that a prudent person desirous of

achieving a result would use in similar circumstances to ensure that such result

is achieved as expeditiously as possible; provided, however, that a person

required to use Best Efforts under this Agreement will not be required to

dispose of or make any change to its business, or expend any material funds or

incur any other material burden.



                  "FDA" - the United States Food & Drug Administration, or any

successor agency.



                  "Future Products" - any products developed and sold by

Cytomedix which embody any of the Patents or are covered by any claim of the

Patents.



                  "Inter-Creditor Agreement" - that certain Inter-Creditor

Agreement of even date herewith by and among TSENVI, LLC, BEL-CAP Delaware

Investments, LLC, Bristol Investment Fund, Ltd., and Curative.









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                  "Net Sales Amount" - the invoiced amount of sales of Procuren

or the Future Products by Cytomedix or any of its affiliates or sublicensees to

third parties, less the following items: (a) customary trade, quantity and cash

discounts, sales rebates allowed and taken; (b) credits actually given for

rejected or returned products; (c) value-added, sales, use or turnover taxes,

excise taxes and customs duties included in the invoice amount; and (d) bad debt

expense applied in a manner that specifically relates to the Net Sales of the

applicable product and in accordance with GAAP.



                  "Patents" - the domestic and foreign patents being transferred

from Curative to Cytomedix pursuant to the Asset Purchase Agreement as set forth

on Schedule A, including any continuations-in-part, continuations, divisions,

substitutes, reissues, reexaminations or extensions thereof.



                  "Procuren" - Procuren(R), a thrombin-induced platelet

releasate.



                                   ARTICLE II.

                               ROYALTY OBLIGATIONS



                  Section 2.1 Amount of Payment. Cytomedix shall pay royalties

to Curative during the Term as set forth below:



                           (a) Cytomedix shall pay Curative three percent (3%)

                  of the aggregate Net Sales Amount of Procuren (such amount,

                  the "Procuren Royalty"), on a country by country basis, in

                  each of the countries listed on Schedule 2.1 (the "Applicable

                  Countries") for such time as any of the Patents with respect

                  to such Applicable Country remain valid, enforceable, and in

                  effect. Cytomedix shall have no further obligation to pay the

                  Procuren Royalty in any Applicable Country at such time when

                  no Patent with respect to such Applicable Country remains

                  valid, enforceable and in effect.



                           (b) Cytomedix shall pay Curative six percent (6%)

                  (the "Future Products Royalty Percentage") of the aggregate

                  Net Sales Amount of the Future Products (the "Future Products

                  Royalty," and together with the Procuren Royalty, the

                  "Royalty"), on a country by country basis, in each Applicable

                  Country for such time as any of the Patents with respect to

                  such Applicable Country remain valid, enforceable, and in

                  effect; provided, however, that at such time that the

                  aggregate worldwide Net Sales Amount of the Future Products

                  with respect to which the Future Products Royalty has been

                  paid since the Effective Date exceeds Three Hundred Million

                  Dollars ($300,000,000), the Future Products Royalty Percentage

                  shall thereafter be reduced to five percent (5%). Cytomedix

                  shall have no further obligation to pay the Future Products

                  Royalty in any Applicable Country at such time that no Patent

                  with respect to such Applicable Country remains valid,

                  enforceable and in effect.



                  Notwithstanding the foregoing, Cytomedix shall have no

obligation to pay any Royalties to Curative in connection with any sales of

Procuren made to Curative or any of its Affiliates pursuant to the terms of that

certain Supply Agreement of even date herewith, by and between Cytomedix and

Curative (the "Supply Agreement") until such time, if any, that Cytomedix

receives FDA approval of Procuren.



                  Section 2.2 Payment of Royalty. Cytomedix shall pay the

Royalty quarterly. Within forty-five (45) days after the end of each calendar

quarter, Cytomedix shall (a) pay Curative the amount of the Royalty owed by

Cytomedix for such calendar quarter, and (b) provide Curative with a written







                                       2

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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

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