Exhibit 10.2


                              TERMINATION AGREEMENT

         THIS  TERMINATION  AGREEMENT  effective  as of April 20,  2004,  by and
between Cytomedix, Inc. ("Company") and Kshitij Mohan, Ph.D. ("Consultant").

                                    RECITALS

         WHEREAS,  the  Company and the  Consultant  entered  into a  Consulting
Agreement  ("Agreement") effective as of January 1, 2004, whereby the Consultant
provided  certain  services  to the  Company  as  provided  in  such  Consulting
Agreement; and

         WHEREAS,  the Company and the  Consultant  have agreed to terms whereby
the Consultant shall accept employment as the Company's Chief Executive Officer,
as provided in an Employment Agreement of even date herewith; and

         WHEREAS,  the  Company  and the  Consultant  have  mutually  agreed  to
terminate the Consulting Agreement.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

         1. The parties  hereby agree that, as of April 20, 2004, the Consulting
Agreement is hereby terminated.

         2. The Company  further  agrees that,  for the period of any applicable
statute  of  limitations,  it will  continue  to  indemnify  and  hold  harmless
Consultant,  and  any  employees,  agents,  affiliates  and  sub-contractors  of
Consultant  from and against any and all  liability,  loss,  costs,  expenses or
damages,  including,  but not  limited  to,  any and all  expenses  incurred  in
investigating,  preparing or defending  against any  litigation,  arbitration or
other  proceedings or  investigations,  commenced or threatened,  relating to or
arising in  connection  with the  Agreement or services  rendered by  Consultant
pursuant to the Agreement prior to the termination of the Agreement.

         IN  WITNESS  WHEREOF,   the  parties  have  executed  this  Termination
Agreement as of the 20th day of April, 2004.


                                            KSHITIJ MOHAN, PH.D

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                                            CYTOMEDIX, INC.


                                            By:
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                                            Its:
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