CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES
                                     OF THE
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                                 CYTOMEDIX, INC.

      Cytomedix, Inc., a Delaware corporation (the "Company"), in accordance
with Section 151 of the Delaware General Corporation Law, does hereby certify
that, pursuant to the authority conferred upon the Board of Directors by the
Restated Certificate of Incorporation of the Company, the following resolution
creating a series of Series C Convertible Preferred Stock, was duly adopted on
March 25, 2004:

      RESOLVED, that pursuant to the authority expressly granted to and vested
in the Board of Directors of the Company by provisions of the Restated
Certificate of Incorporation of the Company (the "Certificate of
Incorporation"), there hereby is created out of the shares of Preferred Stock,
par value $.0001 per share, of the Company authorized in Article IV of the
Certificate of Incorporation (the "Preferred Stock"), a series of Preferred
Stock of the Company, to be named "Series C Convertible Preferred Stock,"
consisting of one million (1,000,000) shares, which series shall have the
following designations, powers, preferences and relative and other special
rights and the following qualifications, limitations and restrictions:

      1. Designation and Rank. The designation of such series of the Preferred
Stock shall be the Series C Convertible Preferred Stock, par value $.0001 per
share (the "Series C Preferred Stock"). The maximum number of shares of Series C
Preferred Stock shall be one million (1,000,000) shares. The Series C Preferred
Stock shall rank pari passu with shares of the Company's Series A Convertible
Preferred Stock (the "Series A Preferred Stock") and Series B Convertible
Preferred Stock (the "Series B Preferred Stock") with respect to the payment of
dividends. The Series C Preferred Stock shall rank junior to the Series A
Preferred Stock with respect to distributions upon liquidation, dissolution or
winding up of the affairs of the Company. The Series C Preferred Stock shall
rank pari passu with the Series B Preferred Stock with respect to distributions
upon liquidation, dissolution or winding up of the affairs of the Company;
provided, however, that the Series C Preferred Stock is junior to the Series B
Preferred Stock solely with respect to the priority security interest held by
the Series B Preferred Stock holders in the Company's Intellectual Property. The
Series C Preferred Stock shall rank senior to the common stock, par value $.0001
per share (the "Common Stock"), and to all other classes and series of equity
securities of the Company which by their terms do not rank senior to the Series
C Preferred Stock ("Junior Stock"). The Series C Preferred Stock shall be
subordinate to and rank junior to all indebtedness of the Company now or
hereafter outstanding.

      2. Dividends.

            (a) Payment of Dividends. Subject to Section 5(c)(ii) hereof, the
holders of record of shares of Series C Preferred Stock shall be entitled to
receive, out of any assets at the time legally available therefor and as
declared by the Board of Directors, dividends at the rate of six percent (6%) of
the stated Liquidation Preference Amount (as defined in Section 4 hereof) per
share per annum commencing on the date of issuance (the "Issuance Date") of the



Series C Preferred Stock and increasing to eight percent (8%) of the stated
Liquidation Preference Amount per share per annum commencing on September 25,
2005 (the "Dividend Payment"), and no more, payable annually at the option of
the Company in cash or in shares of Common Stock. If the Company elects to pay
any dividend in shares of Common Stock, the number of shares of Common Stock to
be issued to the holder shall be an amount equal to the quotient of (i) the
Dividend Payment divided by (ii) the Conversion Price (as defined in Section
5(d) hereof). If the Company elects to pay any dividend in Common Stock, the
Company will give the holders of record of shares of the Series C Preferred
Stock ten (10) trading days notice prior to the date of the applicable Dividend
Payment. In the case of shares of Series C Preferred Stock outstanding for less
than a full year, dividends shall be pro rated based on the portion of each year
during which such shares are outstanding. Dividends on the Series C Preferred
Stock shall be cumulative, shall accrue and be payable annually. Dividends on
the Series C Preferred Stock are prior and in preference to any declaration or
payment of any distribution (as defined below) on any outstanding shares of
Junior Stock. Such dividends shall accrue on each share of Series C Preferred
Stock from day to day whether or not earned or declared so that if such
dividends with respect to any previous dividend period at the rate provided for
herein have not been paid on, or declared and set apart for, all shares of
Series C Preferred Stock at the time outstanding, the deficiency shall be fully
paid on, or declared and set apart for, such shares on a pro rata basis with all
other equity securities of the Company ranking on a parity with the Series C
Preferred Stock as to the payment of dividends before any distribution shall be
paid on, or declared and set apart for Junior Stock.

            (b) So long as any shares of Series C Preferred Stock are
outstanding, the Company shall not declare, pay or set apart for payment any
dividend or make any distribution on any Junior Stock (other than dividends or
distributions payable in additional shares of Junior Stock), unless at the time
of such dividend or distribution the Company shall have paid all accrued and
unpaid dividends on the outstanding shares of Series C Preferred Stock.

            (c) In the event of a dissolution, liquidation or winding up of the
Company pursuant to Section 4, all accrued and unpaid dividends on the Series C
Preferred Stock shall be payable on the day immediately preceding the date of
payment of the preferential amount to the holders of Series C Preferred Stock.
In the event of (i) a mandatory redemption pursuant to Section 9 or (ii) a
redemption upon the occurrence of a Major Transaction (as defined in Section
8(c)) or a Triggering Event (as defined in Section 8(d)), all accrued and unpaid
dividends on the Series C Preferred Stock shall be payable on the day
immediately preceding the date of such redemption. In the event of a voluntary
conversion pursuant to Section 5(a), all accrued and unpaid dividends on the
Series C Preferred Stock being converted shall be payable on the day immediately
preceding the Voluntary Conversion Date (as defined in Section 5(b)(i)).

            (d) For purposes hereof, unless the context otherwise requires,
"distribution" shall mean the transfer of cash or property without
consideration, whether by way of dividend or otherwise, payable other than in
shares of Common Stock or other equity securities of the Company, or the
purchase or redemption of shares of the Company (other than redemptions set
forth in Section 8 below or repurchases of Common Stock held by employees or


                                       2


consultants of the Company upon termination of their employment or services
pursuant to agreements providing for such repurchase or upon the cashless
exercise of options held by employees or consultants) for cash or property.

      3. Voting Rights.

            (a) Class Voting Rights. The Series C Preferred Stock shall have the
following class voting rights (in addition to the voting rights set forth in
Section 3(b) hereof). So long as any shares of the Series C Preferred Stock
remain outstanding, the Company shall not, without the affirmative vote or
consent of the holders of at least two-thirds (2/3) of the shares of the Series
C Preferred Stock outstanding at the time, given in person or by proxy, either
in writing or at a meeting, in which the holders of the Series C Preferred Stock
vote separately as a class: (i) amend, alter or repeal the provisions of the
Series C Preferred Stock, whether by merger, consolidation or otherwise, so as
to adversely affect any right, preference, privilege or voting power of the
Series C Preferred Stock; provided, however, that any creation and issuance of
another series of Junior Stock shall not be deemed to adversely affect such
rights, preferences, privileges or voting powers; (ii) repurchase, redeem or pay
dividends on, shares of Common Stock or any other shares of the Company's Junior
Stock (other than de minimus repurchases from employees of the Company in
certain circumstances) if dividends on the Series C Preferred Stock are due and
remain unpaid; (iii) amend the Certificate of Incorporation or By-Laws of the
Company so as to affect materially and adversely any right, preference,
privilege or voting power of the Series C Preferred Stock; provided, however,
that any creation and issuance of another series of Junior Stock shall not be
deemed to adversely affect such rights, preferences, privileges or voting
powers; (iv) effect any distribution with respect to Junior Stock; (v)
reclassify the Company's outstanding securities except for the Series A
Preferred Stock and Series B Preferred Stock, provided, however, in the case of
any reclassification of the Series A Preferred Stock and Series B Preferred
Stock so long as such reclassification does not adversely affect the rights,
preferences, privileges or voting powers of the Series C Preferred Stock; (vi)
voluntarily file for bankruptcy, liquidate the Company's assets or make an
assignment for the benefit of the Company's creditors; (vii) incur any
indebtedness in excess of $500,000 or permit the creation of any lien on the
Company's assets (except for liens incurred in the ordinary course of the
Company's business); or (viii) change the nature of the Company's business.
Notwithstanding the foregoing to the contrary, so long as at least two hundred
(200) shares of Series C Preferred Stock are outstanding, the Company shall not
authorize, create, issue or increase the authorized or issued amount of any
class or series of stock ranking senior to the Series C Preferred Stock (except
for the issuance of shares of Series A Preferred Stock or Series B Preferred
Stock solely with respect to the payment of dividends on such shares of Series A
Preferred Stock or Series B Preferred Stock), with respect to the distribution
of assets on liquidation, dissolution or winding up without the affirmative vote
or consent of the holders of at least two-thirds (2/3) of the shares of the
Series C Preferred Stock outstanding at the time.

            (b) General Voting Rights. Except with respect to transactions upon
which the Series C Preferred Stock shall be entitled to vote separately as a
class pursuant to Section 3(a) above and except as otherwise required by
Delaware law, the Series C Preferred Stock shall have no voting rights. The
Common Stock into which the Series C Preferred Stock is convertible shall, upon
issuance, have all of the same voting rights as other issued and outstanding
Common Stock of the Company.




                                       3


      4. Liquidation Preference.

            (a) In the event of the liquidation, dissolution or winding up of
the affairs of the Company, whether voluntary or involuntary, the holders of
shares of the Series C Preferred Stock then outstanding shall be entitled to
receive, out of the assets of the Company available for distribution to its
stockholders, an amount equal to $10,000 per share (the "Liquidation Preference
Amount") of the Series C Preferred Stock plus any accrued and unpaid dividends
before any payment shall be made or any assets distributed to the holders of the
Common Stock or any other Junior Stock. If the assets of the Company are not
sufficient to pay in full the Liquidation Preference Amount plus any accrued and
unpaid dividends payable to the holders of outstanding shares of the Series C
Preferred Stock and any series of preferred stock or any other class of stock on
a parity, as to rights on liquidation, dissolution or winding up, with the
Series C Preferred Stock, then all of said assets will be distributed among the
holders of the Series C Preferred Stock and the other classes of stock on a
parity with the Series C Preferred Stock, if any, ratably in accordance with the
respective amounts that would be payable on such shares if all amounts payable
thereon were paid in full. This provision in no way affects the priority
security interest in the Company's Intellectual Property held by the holders of
the Company's Series A and Series B Preferred Stock. The liquidation payment
with respect to each outstanding fractional share of Series C Preferred Stock
shall be equal to a ratably proportionate amount of the liquidation payment with
respect to each outstanding share of Series C Preferred Stock. All payments for
which this Section 4(a) provides shall be in cash, property (valued at its fair
market value as determined by an independent appraiser reasonably acceptable to
the holders of a majority of the Series C Preferred Stock) or a combination
thereof; provided, however, that no cash shall be paid to holders of Junior
Stock unless each holder of the outstanding shares of Series C Preferred Stock
has been paid in cash the full Liquidation Preference Amount plus any accrued
and unpaid dividends to which such holder is entitled as provided herein. After
payment of the full Liquidation Preference Amount plus any accrued and unpaid
dividends to which each holder is entitled, such holders of shares of Series C
Preferred Stock will not be entitled to any further participation as such in any
distribution of the assets of the Company.

            (b) A consolidation or merger of the Company with or into any other
corporation or corporations, or a sale of all or substantially all of the assets
of the Company, or the effectuation by the Company of a transaction or series of
related transactions in which more than 50% of the voting shares of the Company
is disposed of or conveyed, shall not be deemed to be a liquidation,
dissolution, or winding up within the meaning of this Section 4. In the event of
the merger or consolidation of the Company with or into another corporation, the
Series C Preferred Stock shall maintain its relative powers, designations and
preferences provided for herein and no merger shall result inconsistent
therewith.

            (c) Written notice of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company, stating a payment date
and the place where the distributable amounts shall be payable, shall be given
by mail, postage prepaid, no less than forty-five (45) days prior to the payment
date stated therein, to the holders of record of the Series C Preferred Stock at
their respective addresses as the same shall appear on the books of the Company.



                                       4


      5. Conversion. The holder of Series C Preferred Stock shall have the
following conversion rights (the "Conversion Rights"):

            (a) Right to Convert. At any time on or after the Issuance Date, the
holder of any such shares of Series C Preferred Stock may, at such holder's
option, subject to the limitations set forth in Section 7 herein, elect to
convert (a "Voluntary Conversion") all or any portion of the shares of Series C
Preferred Stock held by such person into a number of fully paid and
nonassessable shares of Common Stock equal to the quotient of (i) the
Liquidation Preference Amount of the shares of Series C Preferred Stock being
converted divided by (ii) the Conversion Price (as defined in Section 5(d)
below) then in effect as of the date of the delivery by such holder of its
notice of election to convert. In the event of a notice of redemption of any
shares of Series C Preferred Stock pursuant to Section 8 hereof, the Conversion
Rights of the shares designated for redemption shall terminate at the close of
business on the last full day preceding the date fixed for redemption, unless
the redemption price is not paid on such redemption date, in which case the
Conversion Rights for such shares shall continue until such price is paid in
full. In the event of a liquidation, dissolution or winding up of the Company,
the Conversion Rights shall terminate at the close of business on the last full
day preceding the date fixed for the payment of any such amounts distributable
on such event to the holders of Series C Preferred Stock. In the event of such a
redemption or liquidation, dissolution or winding up, the Company shall provide
to each holder of shares of Series C Preferred Stock notice of such redemption
or liquidation, dissolution or winding up, which notice shall (i) be sent at
least fifteen (15) days prior to the termination of the Conversion Rights and
(ii) state the amount per share of Series C Preferred Stock that will be paid or
distributed on such redemption or liquidation, dissolution or winding up, as the
case may be.

            (b) Mechanics of Voluntary Conversion. The Voluntary Conversion of
Series C Preferred Stock shall be conducted in the following manner:

                  (i) Holder's Delivery Requirements. To convert Series C
Preferred Stock into full shares of Common Stock on any date (the "Voluntary
Conversion Date"), the holder thereof shall (A) transmit by facsimile (or
otherwise deliver), for receipt on or prior to 5:00 p.m., New York time on such
date, a copy of a fully executed notice of conversion in the form attached
hereto as Exhibit I (the "Conversion Notice"), to the Company, and (B) surrender
to a common carrier for delivery to the Company as soon as practicable following
such Voluntary Conversion Date but in no event later than three (3) business
days after such date the original certificates representing the shares of Series
C Preferred Stock being converted (or an indemnification undertaking with
respect to such shares in the case of their loss, theft or destruction) (the
"Preferred Stock Certificates") and the originally executed Conversion Notice.

                  (ii) Company's Response. Upon receipt by the Company of a
facsimile copy of a Conversion Notice, the Company shall immediately send, via
facsimile, a confirmation of receipt of such Conversion Notice to such holder.
Upon receipt by the Company of a copy of the fully executed Conversion Notice,
the Company or its designated transfer agent (the "Transfer Agent"), as
applicable, shall, within three (3) business days following the date of receipt
by the Company of the fully executed Conversion Notice (so long as the


                                       5


applicable Preferred Stock Certificates and original Conversion Notice are
received by the Company on or before such third business day), issue and deliver
to the holder, its designee or the Depository Trust Company ("DTC") account on
the holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC")
(provided that the Company's Transfer Agent is participating in the DTC Fast
Automated Securities Transfer program) as specified in the Conversion Notice,
registered in the name of the holder or its designee, for the number of shares
of Common Stock to which the holder shall be entitled. If the number of shares
of Preferred Stock represented by the Preferred Stock Certificate(s) submitted
for conversion is greater than the number of shares of Series C Preferred Stock
being converted, then the Company shall, as soon as practicable and in no event
later than three (3) business days after receipt of the Preferred Stock
Certificate(s) and at the Company's expense, issue and deliver to the holder a
new Preferred Stock Certificate representing the number of shares of Series C
Preferred Stock not converted.

                  (iii) Dispute Resolution. In the case of a dispute as to the
arithmetic calculation of the number of shares of Common Stock to be issued upon
conversion, the Company shall cause its Transfer Agent to promptly issue to the
holder the number of shares of Common Stock that is not disputed and shall
submit the arithmetic calculations to the holder via facsimile as soon as
possible, but in no event later than two (2) business days after receipt of such
holder's Conversion Notice. If such holder and the Company are unable to agree
upon the arithmetic calculation of the number of shares of Common Stock to be
issued upon such conversion within one (1) business day of such disputed
arithmetic calculation being submitted to the holder, then the Company shall
within one (1) business day submit via facsimile the disputed arithmetic
calculation of the number of shares of Common Stock to be issued upon such
conversion to the Company's independent, outside accountant. The Company shall
use its best efforts to cause the accountant to perform the calculations and
notify the Company and the holder of the results no later than five (5) business
days from the time it receives the disputed calculation. Such accountant's
calculation shall be binding upon all parties absent manifest error. The
reasonable expenses of such accountant in making such determination shall be
paid by the Company, in the event the holder's calculation was correct, or by
the holder, in the event the Company's calculation was correct, or equally by
the Company and the holder in the event that neither the Company's or the
holder's calculation was correct. The period of time in which the Company is
required to effect conversions or redemptions under this Certificate of
Designation shall be tolled with respect to the subject conversion or redemption
pending resolution of any dispute by the Company made in good faith and in
accordance with this Section 5(b)(iii).

                  (iv) Record Holder. The person or persons entitled to receive
the shares of Common Stock issuable upon a conversion of the Series C Preferred
Stock shall be treated for all purposes as the record holder or holders of such
shares of Common Stock on the Conversion Date.

                  (v) Company's Failure to Timely Convert. If within three (3)
business days of the Company's receipt of an executed copy of the Conversion
Notice (so long as the applicable Preferred Stock Certificates and original
Conversion Notice are received by the Company on or before such third business
day) (the "Share Delivery Period"), the Transfer Agent shall fail to issue and
deliver to a holder the number of shares of Common Stock to which such holder is
entitled upon such holder's conversion of the Series C Preferred Stock or to
issue a new Preferred Stock Certificate representing the number of shares of


                                       6


Series C Preferred Stock to which such holder is entitled pursuant to Section
5(b)(ii) (a "Conversion Failure"), in addition to all other available remedies
which such holder may pursue hereunder and under the Series C Convertible
Preferred Stock Purchase Agreement (the "Purchase Agreement") among the Company
and the initial holders of the Series C Preferred Stock (including
indemnification pursuant to Section 6 thereof), the Company shall pay additional
damages to such holder on each business day after such third (3rd) business day
that such conversion is not timely effected in an amount equal 0.5% of the
product of (A) the sum of the number of shares of Common Stock not issued to the
holder on a timely basis pursuant to Section 5(b)(ii) and to which such holder
is entitled and, in the event the Company has failed to deliver a Preferred
Stock Certificate to the holder on a timely basis pursuant to Section 5(b)(ii),
the number of shares of Common Stock issuable upon conversion of the shares of
Series C Preferred Stock represented by such Preferred Stock Certificate, as of
the last possible date which the Company could have issued such Preferred Stock
Certificate to such holder without violating Section 5(b)(ii) and (B) the
Closing Bid Price (as defined in Section 5(c)(iii) below) of the Common Stock on
the last possible date which the Company could have issued such Common Stock and
such Preferred Stock Certificate, as the case may be, to such holder without
violating Section 5(b)(ii). If the Company fails to pay the additional damages
set forth in this Section 5(b)(v) within five (5) business days of the date
incurred, then such payment shall bear interest at the rate of 2.0% per month
(pro rated for partial months) until such payments are made.

            (c) Mandatory Conversion.

                  (i) The number of outstanding shares of Series C Preferred
Stock referred to below in Section 5(c)(ii) on the applicable Mandatory
Conversion Date shall, automatically and without any action on the part of the
holder thereof, convert into a number of fully paid and nonassessable shares of
Common Stock equal to the quotient of (i) the Liquidation Preference Amount of
the number of shares of Series C Preferred Stock being converted on such
Mandatory Conversion Date divided by (ii) the Conversion Price in effect on such
Mandatory Conversion Date.

                  (ii) As used herein, "Mandatory Conversion Date" shall mean
(A) subject to the provisions of Section 7(b) hereof and with respect to only
fifty percent (50%) of the number of shares of Series C Preferred Stock
outstanding on such Mandatory Conversion Date, the date which is two (2)
business days following the effective date (the "Effectiveness Date") of the
registration statement providing for the resale of the shares of Common Stock
issuable upon conversion of the Series C Preferred Stock (the "Registration
Statement"), and (B) commencing one year following the Effectiveness Date, with
respect to all outstanding shares of Series C Preferred Stock outstanding on
such Mandatory Conversion Date, the date that the Closing Bid Price (as defined
below) of the Common Stock is equal to or exceeds $3.00 for a period of ten (10)
consecutive trading days; provided, that, (1) on each Mandatory Conversion Date,
the Registration Statement is effective, and (2) with respect to the Mandatory
Conversion Date referred to in subclause (B) above, has been effective, without
lapse or suspension of any kind, for a period 60 consecutive calendar days.


                                       7


Notwithstanding the foregoing, each Mandatory Conversion Date shall be extended
for as long as (i) a Triggering Event (as defined in Section 8(d) hereof) shall
have occurred and be continuing, or (ii) any event shall have occurred and be
continuing which with the passage of time and the failure to cure would result
in a Triggering Event. Each Mandatory Conversion Date and the Voluntary
Conversion Date collectively are referred to in this Certificate of Designation
as the "Conversion Date."

                  (iii) The term "Closing Bid Price" shall mean, for any
security as of any date, the last closing bid price of such security on any
stock exchange or market on which the security is then listed or admitted for
trading or quotation, as applicable, the OTC Bulletin Board for such security as
reported by Bloomberg, or, if no closing bid price is reported for such security
by Bloomberg, the last closing trade price of such security as reported by
Bloomberg, or, if no last closing trade price is reported for such security by
Bloomberg, the average of the bid prices of any market makers for such security
as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
Closing Bid Price cannot be calculated for such security on such date on any of
the foregoing bases, the Closing Bid Price of such security on such date shall
be the fair market value as mutually determined by the Company and the holders
of a majority of the outstanding shares of Series C Preferred Stock.

                  (iv) On each Mandatory Conversion Date, the applicable number
of outstanding shares of Series C Preferred Stock shall be converted
automatically on a pro rata basis as to each holder of the Series C Preferred
Stock without any further action by the holders of such shares and whether or
not the certificates representing such shares are surrendered to the Company or
its Transfer Agent; provided, however, that the Company shall not be obligated
to issue the shares of Common Stock issuable upon conversion of any shares of
Series C Preferred Stock unless certificates evidencing such shares of Series C
Preferred Stock are either delivered to the Company or the holder notifies the
Company that such certificates have been lost, stolen, or destroyed, and
executes an agreement satisfactory to the Company to indemnify the Company from
any loss incurred by it in connection therewith. Upon the occurrence of any
automatic conversion of the Series C Preferred Stock pursuant to this Section 5,
the holders of the Series C Preferred Stock shall surrender the certificates
representing the Series C Preferred Stock for which such Mandatory Conversion
Date has occurred to the Company and the Company shall cause its Transfer Agent
to deliver the shares of Common Stock issuable upon such conversion (in the same
manner set forth in Section 5(b)(ii)) to the holder within three (3) business
days of the holder's delivery of the applicable Preferred Stock Certificates.


            (d) Conversion Price.

                  (i) The term "Conversion Price" shall mean $1.00 per share,
subject to adjustment under Section 5(e) hereof. Notwithstanding any adjustment
hereunder, at no time shall the Conversion Price be greater than $1.00 per
share; provided, however that the Conversion Price may be greater than $1.00 per
share if it is adjusted pursuant to Section 5(e)(i).

                  (ii) Notwithstanding the foregoing to the contrary, if during
any period (a "Black-out Period"), a holder of Series C Preferred Stock is
unable to trade any Common Stock issued or issuable upon conversion of the
Series C Preferred Stock immediately due to the postponement of filing or delay
or suspension of effectiveness of the Registration Statement or because the
Company has otherwise informed such holder of Series C Preferred Stock that an
existing prospectus cannot be used at that time in the sale or transfer of such


                                       8


Common Stock (provided that such postponement, delay, suspension or fact that
the prospectus cannot be used is not due to factors solely within the control of
the holder of Series C Preferred Stock or due to the Company exercising its
rights under Section 3(n) of the Registration Rights Agreement (as defined in
the Purchase Agreement)), such holder of Series C Preferred Stock shall have the
option but not the obligation on any Conversion Date within ten (10) trading
days following the expiration of the Black-out Period of using the Conversion
Price applicable on such Conversion Date or any Conversion Price selected by
such holder of Series C Preferred Stock that would have been applicable had such
Conversion Date been at any earlier time during the Black-out Period or within
the ten (10) trading days thereafter.

            (e) Adjustments of Conversion Price.

                  (i) Adjustments for Stock Splits and Combinations. If the
Company shall at any time or from time to time after the Issuance Date, effect a
stock split of the outstanding Common Stock, the Conversion Price shall be
proportionately decreased. If the Company shall at any time or from time to time
after the Issuance Date, combine the outstanding shares of Common Stock, the
Conversion Price shall be proportionately increased. Any adjustments under this
Section 5(e)(i) shall be effective at the close of business on the date the
stock split or combination becomes effective.

                  (ii) Adjustments for Certain Dividends and Distributions. If
the Company shall at any time or from time to time after the Issuance Date, make
or issue or set a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in shares of Common
Stock, then, and in each event, the Conversion Price shall be decreased as of
the time of such issuance or, in the event such record date shall have been
fixed, as of the close of business on such record date, by multiplying the
Conversion Price then in effect by a fraction:

                        (1) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date; and

                        (2) the denominator of which shall be the total number
of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution.

                  (iii) Adjustment for Other Dividends and Distributions. If the
Company shall at any time or from time to time after the Issuance Date, make or
issue or set a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in securities of
the Company other than shares of Common Stock, then, and in each event, an
appropriate revision to the applicable Conversion Price shall be made and
provision shall be made (by adjustments of the Conversion Price or otherwise) so
that the holders of Series C Preferred Stock shall receive upon conversions
thereof, in addition to the number of shares of Common Stock receivable thereon,
the number of securities of the Company which they would have received had their
Series C Preferred Stock been converted into Common Stock on the date of such


                                       9


event and had thereafter, during the period from the date of such event to and
including the Conversion Date, retained such securities (together with any
distributions payable thereon during such period), giving application to all
adjustments called for during such period under this Section 5(e)(iii) with
respect to the rights of the holders of the Series C Preferred Stock; provided,
however, that if such record date shall have been fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the Conversion Price shall be adjusted pursuant to this paragraph as of the time
of actual payment of such dividends or distributions; and provided further,
however, that no such adjustment shall be made if the holders of Series C
Preferred Stock simultaneously receive (i) a dividend or other distribution of
shares of Common Stock in a number equal to the number of shares of Common Stock
as they would have received if all outstanding shares of Series C Preferred
Stock had been converted into Common Stock on the date of such event or (ii) a
dividend or other distribution of shares of Series C Preferred Stock which are
convertible, as of the date of such event, into such number of shares of Common
Stock as is equal to the number of additional shares of Common Stock being
issued with respect to each share of Common Stock in such dividend or
distribution.

                  (iv) Adjustments for Reclassification, Exchange or
Substitution. If the Common Stock issuable upon conversion of the Series C
Preferred Stock at any time or from time to time after the Issuance Date shall
be changed to the same or different number of shares of any class or classes of
stock, whether by reclassification, exchange, substitution or otherwise (other
than by way of a stock split or combination of shares or stock dividends
provided for in Sections 5(e)(i), (ii) and (iii), or a reorganization, merger,
consolidation, or sale of assets provided for in Section 5(e)(v)), then, and in
each event, an appropriate revision to the Conversion Price shall be made and
provisions shall be made (by adjustments of the Conversion Price or otherwise)
so that the holder of each share of Series C Preferred Stock shall have the
right thereafter to convert such share of Series C Preferred Stock into the kind
and amount of shares of stock and other securities receivable upon
reclassification, exchange, substitution or other change, by holders of the
number of shares of Common Stock into which such share of Series C Preferred
Stock might have been converted immediately prior to such reclassification,
exchange, substitution or other change, all subject to further adjustment as
provided herein.

                  (v) Adjustments for Reorganization, Merger, Consolidation or
Sales of Assets. If at any time or from time to time after the Issuance Date
there shall be a capital reorganization of the Company (other than by way of a
stock split or combination of shares or stock dividends or distributions
provided for in Section 5(e)(i), (ii) and (iii), or a reclassification, exchange
or substitution of shares provided for in Section 5(e)(iv)), or a merger or
consolidation of the Company with or into another corporation where the holders
of outstanding voting securities prior to such merger or consolidation do not
own over 50% of the outstanding voting securities of the merged or consolidated
entity, immediately after such merger or consolidation, or the sale of all or
substantially all of the Company's properties or assets to any other person (an
"Organic Change"), then as a part of such Organic Change an appropriate revision
to the Conversion Price shall be made if necessary and provision shall be made
if necessary (by adjustments of the Conversion Price or otherwise) so that the
holder of each share of Series C Preferred Stock shall have the right thereafter
to convert such share of Series C Preferred Stock into the kind and amount of


                                       10


shares of stock and other securities or property of the Company or any successor
corporation resulting from Organic Change. In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section
5(e)(v) with respect to the rights of the holders of the Series C Preferred
Stock after the Organic Change to the end that the provisions of this Section
5(e)(v) (including any adjustment in the Conversion Price then in effect and the
number of shares of stock or other securities deliverable upon conversion of the
Series C Preferred Stock) shall be applied after that event in as nearly an
equivalent manner as may be practicable.

                  (vi) Adjustments for Issuance of Additional Shares of Common
Stock.

                  (A) In the event the Company, shall, at any time, from time to
time, issue or sell any additional shares of Common Stock (otherwise than as
provided in the foregoing subsections (i) through (v) of this Section 5(e) or
pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior
to the Issuance Date) (the "Additional Shares of Common Stock"), at a price per
share less than the Conversion Price, or without consideration, the Conversion
Price then in effect upon each such issuance shall be adjusted to that price
(rounded to the nearest cent) determined by multiplying the Conversion Price by
a fraction:

                  (1) the numerator of which shall be equal to the sum of (A)
the number of shares of Common Stock outstanding immediately prior to the
issuance of such Additional Shares of Common Stock plus (B) the number of shares
of Common Stock (rounded to the nearest whole share) which the aggregate
consideration for the total number of such Additional Shares of Common Stock so
issued would purchase at a price per share equal to the then Conversion Price,
and

                  (2) the denominator of which shall be equal to the number of
shares of Common Stock outstanding immediately after the issuance of such
Additional Shares of Common Stock.

No adjustment of the number of shares of Common Stock shall be made under
paragraph (A) of Section 5(e)(vi) upon the issuance of any Additional Shares of
Common Stock which are issued pursuant to the exercise of any warrants or other
subscription or purchase rights or pursuant to the exercise of any conversion or
exchange rights in any Common Stock Equivalents (as defined below), if any such
adjustment shall previously have been made upon the issuance of such warrants or
other rights or upon the issuance of such Common Stock Equivalents (or upon the
issuance of any warrant or other rights therefore) pursuant to Section
5(e)(vii).

                  (vii) Issuance of Common Stock Equivalents. If the Company, at
any time after the Issuance Date, shall issue any securities convertible into or
exchangeable for, directly or indirectly, Common Stock ("Convertible
Securities"), other than the Series C Preferred Stock, or any rights or warrants
or options to purchase any such Common Stock or Convertible Securities, shall be
issued or sold (collectively, the "Common Stock Equivalents") and the aggregate
of the price per share for which Additional Shares of Common Stock may be
issuable thereafter pursuant to such Common Stock Equivalent, plus the
consideration received by the Company for issuance of such Common Stock
Equivalent divided by the number of shares of Common Stock issuable pursuant to


                                       11


such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be
less than the Conversion Price, or if, after any such issuance of Common Stock
Equivalents, the price per share for which Additional Shares of Common Stock may
be issuable thereafter is amended or adjusted, and such price as so amended or
adjusted shall make the Aggregate Per Common Share Price be less than Conversion
Price in effect at the time of such amendment or adjustment, then the Conversion
Price then in effect shall be adjusted pursuant to Section (5)(e)(vi) above
assuming that all Additional Shares of Common Stock have been issued pursuant to
the Convertible Securities or Common Stock Equivalents for a purchase price
equal to the Aggregate Per Common Share Price. No adjustment of the Conversion
Price shall be made under this subsection (vii) upon the issuance of any
Convertible Security which is issued pursuant to the exercise of any warrants or
other subscription or purchase rights therefore, if any adjustment shall
previously have been made to the exercise price of such warrants then in effect
upon the issuance of such warrants or other rights pursuant to this subsection
(vii). No adjustment shall be made to the Conversion Price upon the issuance of
Common Stock pursuant to the exercise, conversion or exchange of any Convertible
Security or Common Stock Equivalent where an adjustment to the Conversion Price
was made as a result of the issuance or purchase of any Convertible Security or
Common Stock Equivalent.

                  (viii) Consideration for Stock. In case any shares of Common
Stock or Convertible Securities other than the Series C Preferred Stock, or any
rights or warrants or options to purchase any such Common Stock or Convertible
Securities, shall be issued or sold:

                           (1) in connection with any merger or consolidation in
which the Company is the surviving corporation (other than any consolidation or
merger in which the previously outstanding shares of Common Stock of the Company
shall be changed to or exchanged for the stock or other securities of another
corporation), the amount of consideration therefore shall be, deemed to be the
fair value, as determined reasonably and in good faith by the Board of Directors
of the Company, of such portion of the assets and business of the nonsurviving
corporation as such Board may determine to be attributable to such shares of
Common Stock, Convertible Securities, rights or warrants or options, as the case
may be; or

                           (2) in the event of any consolidation or merger of
the Company in which the Company is not the surviving corporation or in which
the previously outstanding shares of Common Stock of the Company shall be
changed into or exchanged for the stock or other securities of another
corporation, or in the event of any sale of all or substantially all of the
assets of the Company for stock or other securities of any corporation, the
Company shall be deemed to have issued a number of shares of its Common Stock
for stock or securities or other property of the other corporation computed on
the basis of the actual exchange ratio on which the transaction was predicated,
and for a consideration equal to the fair market value on the date of such
transaction of all such stock or securities or other property of the other
corporation. If any such calculation results in adjustment of the applicable
Conversion Price, or the number of shares of Common Stock issuable upon
conversion of the Series C Preferred Stock, the determination of the applicable
Conversion Price or the number of shares of Common Stock issuable upon
conversion of the Series C Preferred Stock immediately prior to such merger,
consolidation or sale, shall be made after giving effect to such adjustment of
the number of shares of Common Stock issuable upon conversion of the Series C


                                       12


Preferred Stock. In the event any consideration received by the Company for any
securities consists of property other than cash, the fair market value thereof
at the time of issuance or as otherwise applicable shall be as determined in
good faith by the Board of Directors of the Company. In the event Common Stock
is issued with other shares or securities or other assets of the Company for
consideration which covers both, the consideration computed as provided in this
Section (5)(e)(viii) shall be allocated among such securities and assets as
determined in good faith by the Board of Directors of the Company.

                  (ix) Record Date. In case the Company shall take record of the
holders of its Common Stock or any other Preferred Stock for the purpose of
entitling them to subscribe for or purchase Common Stock or Convertible
Securities, then the date of the issue or sale of the shares of Common Stock
shall be deemed to be such record date.

                  (x) Certain Issues Excepted. Anything herein to the contrary
notwithstanding, the Company shall not be required to make any adjustment to the
Conversion Price upon (i) the Company's issuance of any Additional Shares of
Common Stock and warrants therefore in connection with a merger and/or
acquisition, consolidation, sale or disposition of all or substantially all of
the Company's assets, (ii) the Company's issuance of Additional Shares of Common
Stock pursuant to a bona fide firm underwritten public offering of the Company's
securities, (iii) the Company's issuance of Additional Shares of Common Stock or
warrants therefore in connection with strategic license agreements or other
financing transactions so long as such issuances are not for the purpose of
raising capital, (iv) the Company's issuance of Common Stock or the issuance or
grants of Common Stock Equivalents pursuant to the Company's existing
compensation and benefit plans or any other plan, agreement, or arrangement
approved by the Board for the primary purpose of soliciting or retaining the
services of employees, directors or consultants, (v) any issuances of warrants
issued pursuant to the Purchase Agreement, (vi) securities issued pursuant to
the conversion or exercise of convertible or exercisable securities issued or
outstanding on or prior to the date hereof or issued pursuant to the Purchase
Agreement, (vii) any warrants issued to the placement agent for the transactions
contemplated by the Purchase Agreement and any warrants issued to the placement
agent for the transactions contemplated by the Unit Offering (as defined below),
(viii) the payment of any dividends on the Series A Preferred Stock, the Series
B Preferred Stock or the Series C Preferred Stock, (ix) the Company's issuance
of shares of Series C Preferred Stock and warrants to purchase shares of Common
Stock in exchange for the Company's Series A Preferred Stock and Series B
Preferred Stock to be consummated by the Company and any shares of Common Stock
issuable upon conversion or exercise of such securities, and (x) the Company's
issuance of shares of Common Stock in connection with a unit offering of up to
$4,500,000 of Common Stock at a purchase price of $1.00 per share and warrants
to purchase shares of Common Stock at an exercise price of $1.50 per share (the
"Unit Offering') to be consummated within forty-five (45) days of the Issuance
Date and any shares of Common Stock issuable upon exercise of such warrants,
provided, however, that at least $1,500,000 of the purchase price shall be paid
in cash, a maximum of $1,000,000 of the purchase price may be paid with
promissory notes maturing 90 days from the consummation of the Unit Offering, a
maximum of $1,000,000 of the purchase price may be paid with promissory notes


                                       13


maturing 180 days from the consummation of the Unit Offering and a maximum of
$1,000,000 of the purchase price may be paid with promissory notes maturing 270
days from the consummation of the Unit Offering, provided, further, that if the
Company issues shares of Common Stock at a price per share less than $1.00
pursuant to the Unit Offering, the Conversion Price shall automatically be
reduced to the price per share of Common Stock issued by the Company pursuant to
the Unit Offering.

            (f) No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but will at all
times in good faith, assist in the carrying out of all the provisions of this
Section 5 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series C Preferred Stock against impairment. In the event a holder shall elect
to convert any shares of Series C Preferred Stock as provided herein, the
Company cannot refuse conversion based on any claim that such holder or any one
associated or affiliated with such holder has been engaged in any violation of
law, unless, an injunction from a court, on notice, restraining and/or adjoining
conversion of all or of said shares of Series C Preferred Stock shall have been
issued and the Company posts a surety bond for the benefit of such holder in an
amount equal to 130% of the Liquidation Preference Amount of the Series C
Preferred Stock such holder has elected to convert, which bond shall remain in
effect until the completion of arbitration/litigation of the dispute and the
proceeds of which shall be payable to such holder in the event it obtains
judgment.

            (g) Certificates as to Adjustments. Upon occurrence of each
adjustment or readjustment of the Conversion Price or number of shares of Common
Stock issuable upon conversion of the Series C Preferred Stock pursuant to this
Section 5, the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
such Series C Preferred Stock a certificate setting forth such adjustment and
readjustment, showing in detail the facts upon which such adjustment or
readjustment is based. The Company shall, upon written request of the holder of
such affected Series C Preferred Stock, at any time, furnish or cause to be
furnished to such holder a like certificate setting forth such adjustments and
readjustments, the Conversion Price in effect at the time, and the number of
shares of Common Stock and the amount, if any, of other securities or property
which at the time would be received upon the conversion of a share of such
Series C Preferred Stock. Notwithstanding the foregoing, the Company shall not
be obligated to deliver a certificate unless such certificate would reflect an
increase or decrease of at least one percent of such adjusted amount.

            (h) Issue Taxes. The Company shall pay any and all issue and other
taxes, excluding federal, state or local income taxes, that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of
shares of Series C Preferred Stock pursuant thereto; provided, however, that the
Company shall not be obligated to pay any transfer taxes resulting from any
transfer requested by any holder in connection with any such conversion.

            (i) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by facsimile or
three (3) business days following being mailed by certified or registered mail,
postage prepaid, return-receipt requested, addressed to the holder of record at
its address appearing on the books of the Company. The Company will give written


                                       14


notice to each holder of Series C Preferred Stock at least twenty (20) days
prior to the date on which the Company closes its books or takes a record (I)
with respect to any dividend or distribution upon the Common Stock, (II) with
respect to any pro rata subscription offer to holders of Common Stock or (III)
for determining rights to vote with respect to any Organic Change, dissolution,
liquidation or winding-up and in no event shall such notice be provided to such
holder prior to such information being made known to the public. The Company
will also give written notice to each holder of Series C Preferred Stock at
least twenty (20) days prior to the date on which any Organic Change,
dissolution, liquidation or winding-up will take place and in no event shall
such notice be provided to such holder prior to such information being made
known to the public.

            (j) Fractional Shares. No fractional shares of Common Stock shall be
issued upon conversion of the Series C Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the Company
shall pay cash equal to the product of such fraction multiplied by the average
of the Closing Bid Prices of the Common Stock for the five (5) consecutive
trading immediately preceding the Voluntary Conversion Date or any Mandatory
Conversion Date, as applicable.

            (k) Reservation of Common Stock. The Company shall, so long as any
shares of Series C Preferred Stock are outstanding, reserve and keep available
out of its authorized and unissued Common Stock, solely for the purpose of
effecting the conversion of the Series C Preferred Stock, such number of shares
of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the Series C Preferred Stock then outstanding; provided
that the number of shares of Common Stock so reserved shall at no time be less
than 120% of the number of shares of Common Stock for which the shares of Series
C Preferred Stock are at any time convertible. The initial number of shares of
Common Stock reserved for conversions of the Series C Preferred Stock and each
increase in the number of shares so reserved shall be allocated pro rata among
the holders of the Series C Preferred Stock based on the number of shares of
Series C Preferred Stock held by each holder of record at the time of issuance
of the Series C Preferred Stock or increase in the number of reserved shares, as
the case may be. In the event a holder shall sell or otherwise transfer any of
such holder's shares of Series C Preferred Stock, each transferee shall be
allocated a pro rata portion of the number of reserved shares of Common Stock
reserved for such transferor. Any shares of Common Stock reserved and which
remain allocated to any person or entity which does not hold any shares of
Series C Preferred Stock shall be allocated to the remaining holders of Series C
Preferred Stock, pro rata based on the number of shares of Series C Preferred
Stock then held by such holder.

            (l) Retirement of Series C Preferred Stock. Conversion of Series C
Preferred Stock shall be deemed to have been effected on the applicable
Voluntary Conversion Date or applicable Mandatory Conversion Date, and such date
is referred to herein as the "Conversion Date". Upon conversion of only a
portion of the number of shares of Series C Preferred Stock represented by a
certificate surrendered for conversion, the Company shall issue and deliver to
such holder at the expense of the Company, a new certificate covering the number
of shares of Series C Preferred Stock representing the unconverted portion of
the certificate so surrendered as required by Section 5(b)(ii).



                                       15


            (m) Regulatory Compliance. If any shares of Common Stock to be
reserved for the purpose of conversion of Series C Preferred Stock require
registration or listing with or approval of any governmental authority, stock
exchange or other regulatory body under any federal or state law or regulation
or otherwise before such shares may be validly issued or delivered upon
conversion, the Company shall, at its sole cost and expense, in good faith and
as expeditiously as possible, endeavor to secure such registration, listing or
approval, as the case may be.

      6. No Preemptive Rights. Except as provided in Section 5 hereof and in the
Purchase Agreement, no holder of the Series C Preferred Stock shall be entitled
to rights to subscribe for, purchase or receive any part of any new or
additional shares of any class, whether now or hereinafter authorized, or of
bonds or debentures, or other evidences of indebtedness convertible into or
exchangeable for shares of any class, but all such new or additional shares of
any class, or any bond, debentures or other evidences of indebtedness
convertible into or exchangeable for shares, may be issued and disposed of by
the Board of Directors on such terms and for such consideration (to the extent
permitted by law), and to such person or persons as the Board of Directors in
their absolute discretion may deem advisable.

      7. Conversion Restriction. Notwithstanding anything to the contrary set
forth in Section 5 of this Certificate of Designation, at no time may a holder
of shares of Series C Preferred Stock convert shares of the Series C Preferred
Stock if the number of shares of Common Stock to be issued pursuant to such
conversion would exceed, when aggregated with all other shares of Common Stock
owned by such holder at such time, would result in such holder beneficially
owning (as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder) in excess of 9.999%
of the then issued and outstanding shares of Common Stock outstanding at such
time.

      8. Redemption.

            (a) Redemption Option Upon Major Transaction. In addition to all
other rights of the holders of Series C Preferred Stock contained herein,
simultaneous with the occurrence of a Major Transaction (as defined below), each
holder of Series C Preferred Stock shall have the right, at such holder's
option, to require the Company to redeem all or a portion of such holder's
shares of Series C Preferred Stock at a price per share of Series C Preferred
Stock equal to 125% of the Liquidation Preference Amount, plus any accrued but
unpaid dividends and liquidated damages (the "Major Transaction Redemption
Price"); provided that the Company shall have the sole option to pay the Major
Transaction Redemption Price in cash or shares of Common Stock. If the Company
elects to pay the Major Transaction Redemption Price in shares of Common Stock,
the price per share shall be based upon the Conversion Price then in effect on
the day preceding the date of delivery of the Notice of Redemption at Option of
Buyer Upon Major Transaction (as hereafter defined) and the holder of such
shares of Common Stock shall have demand registration rights with respect to
such shares.

            (b) Redemption Option Upon Triggering Event. In addition to all
other rights of the holders of Series C Preferred Stock contained herein, after
a Triggering Event (as defined below), each holder of Series C Preferred Stock
shall have the right, at such holder's option, to require the Company to redeem
all or a portion of such holder's shares of Series C Preferred Stock at a price


                                       16


per share of Series C Preferred Stock equal to 125% of the Liquidation
Preference Amount, plus any accrued but unpaid dividends and liquidated damages
the "Triggering Event Redemption Price" and, collectively with the "Major
Transaction Redemption Price," the "Redemption Price"); provided that with
respect to the Triggering Events described in clauses (i), (ii), (iii) and (v)
of Section 8(d), the Company shall have the sole option to pay the Triggering
Event Redemption Price in cash or shares of Common Stock; and provided, further,
that with respect to the Triggering Event described in clause (iv) of Section
8(d), the Company shall pay the Triggering Event Redemption Price in cash. If
the Company elects to pay the Triggering Event Redemption Price in shares of
Common Stock in accordance with this Section 8(b), the price per share shall be
based upon the Conversion Price then in effect on the day preceding the date of
delivery of the Notice of Redemption at Option of Buyer Upon Triggering Event
and the holder of such shares of Common Stock shall have demand registration
rights with respect to such shares.

            (c) "Major Transaction". A "Major Transaction" shall be deemed to
have occurred at such time as any of the following events:

                  (i) the consolidation, merger or other business combination of
the Company with or into another Person (other than (A) pursuant to a migratory
merger effected solely for the purpose of changing the jurisdiction of
incorporation of the Company or (B) a consolidation, merger or other business
combination in which holders of the Company's voting power immediately prior to
the transaction continue after the transaction to hold, directly or indirectly,
the voting power of the surviving entity or entities necessary to elect a
majority of the members of the board of directors (or their equivalent if other
than a corporation) of such entity or entities).

                  (ii) the sale or transfer of more than 50% of the Company's
assets other than inventory in the ordinary course of business in one or a
related series of transactions; or

                  (iii) closing of a purchase, tender or exchange offer
resulting in the transfer of more than 50% of the outstanding shares of Common
Stock.

            (d) "Triggering Event". A "Triggering Event" shall be deemed to have
occurred at such time as any of the following events:

                  (i) so long as any shares of Series C Preferred Stock are
outstanding, the effectiveness of the Registration Statement, after it becomes
effective, (i) lapses for any reason (including, without limitation, the
issuance of a stop order) or (ii) is unavailable to the holder of the Series C
Preferred Stock for sale of the shares of Common Stock, and such lapse or
unavailability continues for a period of twenty (20) consecutive trading days,
and the shares of Common Stock into which such holder's Series C Preferred Stock


                                       17


can be converted cannot be sold in the public securities market pursuant to Rule
144(k) ("Rule 144(k)") under the Securities Act of 1933, as amended, provided
that the cause of such lapse or unavailability is not due to factors solely
within the control of such holder of Series C Preferred Stock.

                  (ii) the suspension from listing, without subsequent listing
on any one of, or the failure of the Common Stock to be listed on at least one
of the OTC Bulletin Board, the Nasdaq National Market, the Nasdaq SmallCap
Market, the New York Stock Exchange, Inc. or the American Stock Exchange, Inc.,
for a period of five (5) consecutive trading days;

                  (iii) the Company's notice to any holder of Series C Preferred
Stock, including by way of public announcement, at any time, of its inability to
comply (including for any of the reasons described in Section 9) or its
intention not to comply with proper requests for conversion of any Series C
Preferred Stock into shares of Common Stock; or

                  (iv) the Company's failure to comply with a Conversion Notice
tendered in accordance with the provisions of this Certificate of Designation
within ten (10) business days after the receipt by the Company of the Conversion
Notice and the Preferred Stock Certificates; or

                  (v) the Company breaches any representation, warranty,
covenant or other term or condition of the Purchase Agreement which survives the
Closing (as defined in the Purchase Agreement) thereunder, this Certificate of
Designation or any other agreement, document, certificate or other instrument
delivered in connection with the transactions contemplated thereby or hereby,
except to the extent that such breach would not have a Material Adverse Effect
(as defined in the Purchase Agreement) and except, in the case of a breach of a
covenant which is curable, only if such breach continues for a period of a least
ten (10) days.

            (e) Mechanics of Redemption at Option of Buyer Upon Major
Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior
to the consummation of a Major Transaction, but not prior to the public
announcement of such Major Transaction, the Company shall deliver written notice
thereof via facsimile and overnight courier ("Notice of Major Transaction") to
each holder of Series C Preferred Stock. At any time after receipt of a Notice
of Major Transaction (or, in the event a Notice of Major Transaction is not
delivered at least ten (10) days prior to a Major Transaction, at any time
within ten (10) days prior to a Major Transaction), any holder of Series C
Preferred Stock then outstanding may require the Company to redeem, effective
immediately prior to the consummation of such Major Transaction, all of the
holder's Series C Preferred Stock then outstanding by delivering written notice
thereof via facsimile and overnight courier ("Notice of Redemption at Option of
Buyer Upon Major Transaction") to the Company, which Notice of Redemption at
Option of Buyer Upon Major Transaction shall indicate (i) the number of shares
of Series C Preferred Stock that such holder is electing to redeem and (ii) the
applicable Major Transaction Redemption Price, as calculated pursuant to Section
8(a) above.

            (f) Mechanics of Redemption at Option of Buyer Upon Triggering
Event. Within two (2) business days after the occurrence of a Triggering Event,
the Company shall deliver written notice thereof via facsimile and overnight
courier ("Notice of Triggering Event") to each holder of Series C Preferred
Stock. At any time after the earlier of a holder's receipt of a Notice of
Triggering Event and such holder becoming aware of a Triggering Event, any


                                       18


holder of Series C Preferred Stock then outstanding may require the Company to
redeem all of the Series C Preferred Stock by delivering written notice thereof
via facsimile and overnight courier ("Notice of Redemption at Option of Buyer
Upon Triggering Event") to the Company, which Notice of Redemption at Option of
Buyer Upon Triggering Event shall indicate (i) the number of shares of Series C
Preferred Stock that such holder is electing to redeem and (ii) the applicable
Triggering Event Redemption Price, as calculated pursuant to Section 8(b) above.

            (g) Payment of Redemption Price. Upon the Company's receipt of a
Notice(s) of Redemption at Option of Buyer Upon Triggering Event or a Notice(s)
of Redemption at Option of Buyer Upon Major Transaction from any holder of
Series C Preferred Stock, the Company shall immediately notify each holder of
Series C Preferred Stock by facsimile of the Company's receipt of such Notice(s)
of Redemption at Option of Buyer Upon Triggering Event or Notice(s) of
Redemption at Option of Buyer Upon Major Transaction and each holder which has
sent such a notice shall promptly submit to the Company such holder's Preferred
Stock Certificates which such holder has elected to have redeemed. Other than
with respect to the Triggering Event described in clause (iv) of Section 8(d),
the Company shall have the sole option to pay the Redemption Price in cash or
shares of Common Stock in accordance with Sections 8(a) and (b) and Section 9 of
this Certificate of Designation. The Company shall deliver the applicable Major
Transaction Redemption Price immediately prior to the consummation of the Major
Transaction; provided that a holder's Preferred Stock Certificates shall have
been so delivered to the Company; provided further that if the Company is unable
to redeem all of the Series C Preferred Stock to be redeemed, the Company shall
redeem an amount from each holder of Series C Preferred Stock being redeemed
equal to such holder's pro-rata amount (based on the number of shares of Series
C Preferred Stock held by such holder relative to the number of shares of Series
C Preferred Stock outstanding) of all Series C Preferred Stock being redeemed.
If the Company shall fail to redeem all of the Series C Preferred Stock
submitted for redemption (other than pursuant to a dispute as to the arithmetic
calculation of the Redemption Price), in addition to any remedy such holder of
Series C Preferred Stock may have under this Certificate of Designation and the
Purchase Agreement, the applicable Redemption Price payable in respect of such
unredeemed Series C Preferred Stock shall bear interest at the rate of 1.0% per
month (prorated for partial months) until paid in full. Until the Company pays
such unpaid applicable Redemption Price in full to a holder of shares of Series
C Preferred Stock submitted for redemption, such holder shall have the option
(the "Void Optional Redemption Option") to, in lieu of redemption, require the
Company to promptly return to such holder(s) all of the shares of Series C
Preferred Stock that were submitted for redemption by such holder(s) under this
Section 8 and for which the applicable Redemption Price has not been paid, by
sending written notice thereof to the Company via facsimile (the "Void Optional
Redemption Notice"). Upon the Company's receipt of such Void Optional Redemption
Notice(s) and prior to payment of the full applicable Redemption Price to such
holder, (i) the Notice(s) of Redemption at Option of Buyer Upon Major
Transaction shall be null and void with respect to those shares of Series C
Preferred Stock submitted for redemption and for which the applicable Redemption
Price has not been paid and (ii) the Company shall immediately return any Series
C Preferred Stock submitted to the Company by each holder for redemption under
this Section 8(d) and for which the applicable Redemption Price has not been


                                       19


paid and (iii) the Conversion Price of such returned shares of Series C
Preferred Stock shall be adjusted to the lesser of (A) the Conversion Price and
(B) the lowest Closing Bid Price during the period beginning on the date on
which the Notice(s) of Redemption of Option of Buyer Upon Major Transaction is
delivered to the Company and ending on the date on which the Void Optional
Redemption Notice(s) is delivered to the Company; provided that no adjustment
shall be made if such adjustment would result in an increase of the Conversion
Price then in effect. A holder's delivery of a Void Optional Redemption Notice
and exercise of its rights following such notice shall not effect the Company's
obligations to make any payments which have accrued prior to the date of such
notice other than interest payments. Payments provided for in this Section 8
shall have priority to payments to other stockholders in connection with a Major
Transaction.

            (h) Demand Registration Rights. If the Redemption Price upon the
occurrence of a Major Transaction or a Triggering Event is paid in shares of
Common Stock and such shares have not been previously registered on a
registration statement under the Securities Act, holders of representing at
least twenty-five percent (25%) of the outstanding shares of Series C Preferred
Stock may make a written request for registration under the Securities Act
pursuant to this Section 8(h) of all of its shares of Common Stock issued upon
such Major Transaction or Triggering Event. The Company shall use its reasonable
best efforts to cause to be filed and declared effective as soon as reasonably
practicable (but in no event later than the ninetieth (90th) day after such
holder's request is made) a registration statement under the Securities Act,
providing for the sale of all of the shares of Common Stock issued upon such
Major Transaction or Triggering Event by such holder. The Company agrees to use
its reasonable best efforts to keep any such registration statement continuously
effective for resale of the Common Stock for so long as such holder shall
request, but in no event later than the date that the shares of Common Stock
issued upon such Major Transaction or Triggering Event may be offered for resale
to the public pursuant to Rule 144(k).

      9. Inability to Fully Convert.

            (a) Holder's Option if Company Cannot Fully Convert. If, upon the
Company's receipt of a Conversion Notice or on a Mandatory Conversion Date, the
Company cannot issue shares of Common Stock for any reason, including, without
limitation, because the Company (w) does not have a sufficient number of shares
of Common Stock authorized and available, (x) is otherwise prohibited by
applicable law or by the rules or regulations of any stock exchange, interdealer
quotation system or other self-regulatory organization with jurisdiction over
the Company or its securities from issuing all of the Common Stock which is to
be issued to a holder of Series C Preferred Stock pursuant to a Conversion
Notice or (y) subsequent to the Effectiveness Date, fails to have a sufficient
number of shares of Common Stock registered for resale under the Registration
Statement, then the Company shall issue as many shares of Common Stock as it is
able to issue in accordance with such holder's Conversion Notice and pursuant to
Section 5(b)(ii) above and, with respect to the unconverted Series C Preferred
Stock, the holder, solely at such holder's option, can elect, within five (5)
business days after receipt of notice from the Company thereof to:

                  (i) require the Company to redeem from such holder those
Series C Preferred Stock for which the Company is unable to issue Common Stock
in accordance with such holder's Conversion Notice ("Mandatory Redemption") at a
price per share equal to the Major Transaction Redemption Price as of such


                                       20


Conversion Date (the "Mandatory Redemption Price"); provided that the Company
shall have the sole option to pay the Mandatory Redemption Price in cash or
shares of Common Stock;

                  (ii) if the Company's inability to fully convert Series C
Preferred Stock is pursuant to Section 9(a)(y) above, require the Company to
issue restricted shares of Common Stock in accordance with such holder's
Conversion Notice and pursuant to Section 5(b)(ii) above;

                  (iii) void its Conversion Notice and retain or have returned,
as the case may be, the shares of Series C Preferred Stock that were to be
converted pursuant to such holder's Conversion Notice (provided that a holder's
voiding its Conversion Notice shall not effect the Company's obligations to make
any payments which have accrued prior to the date of such notice).

            (b) Mechanics of Fulfilling Holder's Election. The Company shall
immediately send via facsimile to a holder of Series C Preferred Stock, upon
receipt of a facsimile copy of a Conversion Notice from such holder which cannot
be fully satisfied as described in Section 9(a) above, a notice of the Company's
inability to fully satisfy such holder's Conversion Notice (the "Inability to
Fully Convert Notice"). Such Inability to Fully Convert Notice shall indicate
(i) the reason why the Company is unable to fully satisfy such holder's
Conversion Notice, (ii) the number of Series C Preferred Stock which cannot be
converted and (iii) the applicable Mandatory Redemption Price. Such holder shall
notify the Company of its election pursuant to Section 9(a) above by delivering
written notice via facsimile to the Company ("Notice in Response to Inability to
Convert").

            (c) Payment of Redemption Price. If such holder shall elect to have
its shares redeemed pursuant to Section 9(a)(i) above, the Company shall pay the
Mandatory Redemption Price to such holder within thirty (30) days of the
Company's receipt of the holder's Notice in Response to Inability to Convert,
provided that prior to the Company's receipt of the holder's Notice in Response
to Inability to Convert the Company has not delivered a notice to such holder
stating, to the satisfaction of the holder, that the event or condition
resulting in the Mandatory Redemption has been cured and all Conversion Shares
issuable to such holder can and will be delivered to the holder in accordance
with the terms of Section 2(g). If the Company shall fail to pay the applicable
Mandatory Redemption Price to such holder on a timely basis as described in this
Section 9(c) (other than pursuant to a dispute as to the determination of the
arithmetic calculation of the Redemption Price), in addition to any remedy such
holder of Series C Preferred Stock may have under this Certificate of
Designation and the Purchase Agreement, such unpaid amount shall bear interest
at the rate of 2.0% per month (prorated for partial months) until paid in full.
Until the full Mandatory Redemption Price is paid in full to such holder, such
holder may (i) void the Mandatory Redemption with respect to those Series C
Preferred Stock for which the full Mandatory Redemption Price has not been paid,
(ii) receive back such Series C Preferred Stock, and (iii) require that the
Conversion Price of such returned Series C Preferred Stock be adjusted to the
lesser of (A) the Conversion Price and (B) the lowest Closing Bid Price during
the period beginning on the Conversion Date and ending on the date the holder
voided the Mandatory Redemption.



                                       21


            (d) Pro-rata Conversion and Redemption. In the event the Company
receives a Conversion Notice from more than one holder of Series C Preferred
Stock on the same day and the Company can convert and redeem some, but not all,
of the Series C Preferred Stock pursuant to this Section 9, the Company shall
convert and redeem from each holder of Series C Preferred Stock electing to have
Series C Preferred Stock converted and redeemed at such time an amount equal to
such holder's pro-rata amount (based on the number shares of Series C Preferred
Stock held by such holder relative to the number shares of Series C Preferred
Stock outstanding) of all shares of Series C Preferred Stock being converted and
redeemed at such time.

      10. Vote to Change the Terms of or Issue Preferred Stock. The affirmative
vote at a meeting duly called for such purpose or the written consent without a
meeting, of the holders of not less than two-thirds (2/3) of the then
outstanding shares of Series C Preferred Stock, shall be required (a) for any
change to this Certificate of Designation or the Company's Certificate of
Incorporation which would amend, alter, change or repeal any of the powers,
designations, preferences and rights of the Series C Preferred Stock or (b) for
the issuance of shares of Series C Preferred Stock other than pursuant to the
Purchase Agreement or in exchange for shares of the Company's Series A Preferred
Stock or Series B Preferred Stock.

      11. Lost or Stolen Certificates. Upon receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred Stock Certificates representing the shares of Series C Preferred
Stock, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the holder to the Company and, in the case of mutilation, upon
surrender and cancellation of the Preferred Stock Certificate(s), the Company
shall execute and deliver new preferred stock certificate(s) of like tenor and
date; provided, however, the Company shall not be obligated to re-issue
Preferred Stock Certificates if the holder contemporaneously requests the
Company to convert such shares of Series C Preferred Stock into Common Stock.

      12. Remedies, Characterizations, Other Obligations, Breaches and
Injunctive Relief. The remedies provided in this Certificate of Designation
shall be cumulative and in addition to all other remedies available under this
Certificate of Designation, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit a holder's right to pursue actual damages for any
failure by the Company to comply with the terms of this Certificate of
Designation. Amounts set forth or provided for herein with respect to payments,
conversion and the like (and the computation thereof) shall be the amounts to be
received by the holder thereof and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the holders of the Series C Preferred
Stock and that the remedy at law for any such breach may be inadequate. The
Company therefore agrees that, in the event of any such breach or threatened
breach, the holders of the Series C Preferred Stock shall be entitled, in
addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any bond or
other security being required.



                                       22


      13. Specific Shall Not Limit General; Construction. No specific provision
contained in this Certificate of Designation shall limit or modify any more
general provision contained herein. This Certificate of Designation shall be
deemed to be jointly drafted by the Company and all initial purchasers of the
Series C Preferred Stock and shall not be construed against any person as the
drafter hereof.

      14. Failure or Indulgence Not Waiver. No failure or delay on the part of a
holder of Series C Preferred Stock in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.




                                       23



      IN WITNESS WHEREOF, the undersigned has executed and subscribed this
Certificate and does affirm the foregoing as true this 25th day of March, 2004.


                                                 CYTOMEDIX, INC.


                                                 By: Mark E. Cline
                                                     ---------------------
                                                     Name: Mark E. Cline
                                                     Title: President




                                       24


                                                                       EXHIBIT I

                                 CYTOMEDIX, INC.
                                CONVERSION NOTICE

Reference is made to the Certificate of Designation of the Relative Rights and
Preferences of the Series C Preferred Stock of Cytomedix, Inc. (the "Certificate
of Designation"). In accordance with and pursuant to the Certificate of
Designation, the undersigned hereby elects to convert the number of shares of
Series C Preferred Stock, par value $.0001 per share (the "Preferred Shares"),
of Cytomedix, Inc., a Delaware corporation (the "Company"), indicated below into
shares of Common Stock, par value $.0001 per share (the "Common Stock"), of the
Company, by tendering the stock certificate(s) representing the share(s) of
Preferred Shares specified below as of the date specified below.

      Date of Conversion:

      Number of Preferred Shares to be converted:

      Stock certificate no(s). of Preferred Shares to be converted:

      The Common Stock have been sold pursuant to the Registration Statement (as
defined in the Purchase Agreement): YES ____ NO____

Please confirm the following information:

      Conversion Price:

      Number of shares of Common Stock to be issued:

      Number of shares of Common Stock beneficially owned or deemed beneficially
owned by the Holder on the Date of Conversion: _________________________

Please issue the Common Stock into which the Preferred Shares are being
converted and, if applicable, any check drawn on an account of the Company in
the following name and to the following address:

      Issue to:


      Facsimile Number:

         Authorization:

                                                   By:_________________________
                                                   Title:______________________

         Dated:


                                       25