TERMINATION AGREEMENT

                                                                    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   pro