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<ITEMS>9.01
<FILING-DATE>20041025
<DATE-OF-FILING-DATE-CHANGE>20041025
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<CONFORMED-NAME>CRDENTIA CORP
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<STREET1>14114 DALLAS PARKWAY
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<CITY>DALLAS
<STATE>TX
<ZIP>75254
<PHONE>972-850-0780
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<STREET2>SUITE 600
<CITY>DALLAS
<STATE>TX
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<FORMER-CONFORMED-NAME>LIFEN INC
<DATE-CHANGED>20001115
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<FORMER-CONFORMED-NAME>DIGIVISION INTERNATIONAL LTD
<DATE-CHANGED>20001005
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<FILENAME>crdentia_8k-102204.txt
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               -----------------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): AUGUST 31, 2004


                                 CRDENTIA CORP.
                                 --------------
             (Exact name of registrant as specified in its charter)


           DELAWARE                  000-31152                 76-0585701
           --------                  ---------                 ----------
(State or Other Jurisdiction of     (Commission             (I.R.S. Employer
        Incorporation)              File Number)          Identification Number)

                         14114 DALLAS PARKWAY, SUITE 600
                               DALLAS, TEXAS 75254
                               -------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (972) 850-0780
                                 --------------
              (Registrant's telephone number, including area code)


         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



<PAGE>


ITEM 8.01 OTHER EVENTS.

         In connection with the August 31, 2004 closing of a Term Loan Credit
Facility provided to Crdentia Corp. (the "Company") by Bridge Opportunity
Finance, LLC ("BOF"), the Company was required to enter into a Makewell
Agreement (the "Makewell") with MedCap Partners L.P. ("MedCap"), BOF and Bridge
Healthcare Finance, LLC. Under the Makewell, MedCap agreed to contribute to the
Company a cash amount equal to any "EDITDA Shortfall" (as defined in the
Makewell). Such contributions are in the form of purchases of additional shares
of Series C Convertible Preferred Stock. The Makewell terminates upon the
earlier of (i) the termination of the Loan Agreements (as defined in the
Makewell), (ii) the date on which an aggregate of $1,000,000 in contributions
have been made under the Makewell, or (iii) January 25, 2005. The foregoing
description of the Makewell is qualified in its entirety by reference to the
Makewell Agreement filed with this report on Form 8-K as Exhibit 10.1.

         Pursuant to the Makewell, the Company issued to MedCap (i) 3,090 shares
of Series C Convertible Preferred Stock on September 25, 2004, (ii) 1,250 shares
of Series C Convertible Preferred Stock on October 12, 2004, (iii) 5,000 shares
of Series C Convertible Preferred Stock on October 18, 2004 and (iv) 1,417
shares of Series C Convertible Preferred Stock on October 25, 2004. Such shares
of Series C Convertible Preferred Stock were issued at a cash price per share of
Series C Convertible Preferred Stock of $60.00. C. Fred Toney, a member of the
Company's Board of Directors, is the Managing Member of MedCap Management &
Research LLC, the General Partner of MedCap. Each such share of Series C
Convertible Preferred Stock is convertible into 100 shares of the Company's
Common Stock. The rights, preferences and privileges of the Series C Convertible
Preferred Stock are described in the report on Form 8-K filed by the Company on
September 7, 2004.

         Pursuant to the terms of the Company's Series C Convertible Preferred
Stock offering, the Company is obligated to issue warrants to purchase 2.5
shares of Series C Convertible Preferred Stock for each share of Series C
Convertible Preferred Stock purchased (the "Series C Warrant Coverage"). As a
result, in connection with the Company's issuances of the shares of Series C
Convertible Preferred Stock described above, MedCap was granted (i) a warrant to
purchase 7,725 shares of Series C Convertible Preferred Stock on September 25,
2004, (ii) a warrant to purchase 65,685 shares of Series C Convertible Preferred
Stock on October 18, 2004, and (iii) a warrant to purchase 17,712 shares of
Series C Convertible Preferred Stock on October 25, 2004. Such warrants are
exercisable for a period of five years at a price per share of Series C
Convertible Preferred Stock of $60.00. The foregoing description of the warrants
is qualified in its entirety by reference to the form of Warrant to Purchase
Shares of Series C Convertible Preferred Stock of Crdentia Corp., filed as
Exhibit 4.1 to this report on Form 8-K.

         In connection with the Makewell, the Company agreed that, for every
share of Series C Convertible Preferred Stock over 4,333 shares purchased by
MedCap under the Makewell, the Company would grant MedCap an extraordinary
warrant to purchase 10 shares of Series C Convertible Preferred Stock. Any such
warrants would be in addition to the Series C Warrant Coverage and were intended
as a penalty and a disincentive to the Company generating negative adjusted
earnings.

         Negative operating results have required the Company to issue 10,757
shares of Series C Convertible Preferred Stock to MedCap under the Makewell
since August 31, 2004, exceeding the 4,333 share threshold by 6,424 shares. As a
result, 64,240 shares of Series C Convertible Preferred Stock (convertible into
6,424,000 shares of the Company's common stock) covered by the warrants granted
on October 18, 2004 and October 25, 2004 are extraordinary warrant shares that
were issued pursuant to the arrangements described in the previous paragraph.


<PAGE>

         The Company currently anticipates that it is likely that MedCap will
purchase an additional 5,910 shares of Series C Convertible Preferred Stock
under the Makewell (so that an aggregate of $1,000,000 would be contributed to
the Company by MedCap under the Makewell). This would result in the issuance of
extraordinary warrants to purchase an additional 59,100 shares of Series C
Convertible Preferred Stock (convertible into 5,910,000 shares of the Company's
common stock). The exercise of these extraordinary warrants would result in
significant further dilution in the percentage ownership of the Company's
stockholders.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      EXHIBITS.

         EXHIBIT NO.       DESCRIPTION
         -----------       -----------------------------------------------------
         4.1               Form of Warrant to Purchase Shares of Series C
                           Convertible Preferred Stock of Crdentia Corp.

         10.1              Makewell Agreement dated August 31, 2004 between
                           Crdentia Corp., MedCap Partners L.P., Bridge
                           Opportunity Finance, LLC and Bridge Healthcare
                           Finance, LLC.






<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             CRDENTIA CORP.


October 25, 2004                             By: /s/ James D. Durham
                                                 ----------------------------
                                                 James D. Durham
                                                 Chief Executive Officer



<PAGE>


                                  EXHIBIT INDEX



EXHIBIT NO.       DESCRIPTION
-----------       --------------------------------------------------------------
4.1               Form of Warrant to Purchase Shares of Series C Convertible
                  Preferred Stock of Crdentia Corp.

10.1              Makewell Agreement dated August 31, 2004 between Crdentia
                  Corp., MedCap Partners L.P., Bridge Opportunity Finance, LLC
                  and Bridge Healthcare Finance, LLC.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>crdentia_8kex4-1.txt
<TEXT>
<PAGE>
                                                                     Exhibit 4.1


         THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
         SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
         A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER
         SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT
         TO AN EXEMPTION TO SUCH ACT.


                                                                      Void after
                                                             _____________, 2009


                           WARRANT TO PURCHASE SHARES
                           OF SERIES C PREFERRED STOCK
                                       OF
                                 CRDENTIA CORP.
                                 --------------

         This certifies that, for value received, MedCap Partners L.P., together
with its successors and assigns (the "Holder") is entitled to subscribe for and
purchase, on the terms hereof, shares of Series C Preferred Stock (the "Stock")
of Crdentia Corp., a Delaware corporation (the "Company"), which is convertible
into shares of Common Stock of the Company (the "Common Stock"), subject to
adjustment as provided herein.

         This Warrant is subject to the following terms and conditions:

         1. EXERCISE OF WARRANT. The terms and conditions upon which this
Warrant may be exercised, and the Stock covered hereby may be purchased, are as
follows:

                  1.1 TERM. Subject to the terms hereof, this Warrant may be
exercised at any time after the date hereof, or from time to time, in whole or
in part; provided, however, that in no event may this Warrant be exercised (the
"Exercise Date") later than 5:00 p.m. (Pacific Time) on the earlier of (a) the
close of business on _____________, 2009 or (b) the closing of a Corporate
Transaction (as defined below) (the "Exercise Period"); provided that at least
twenty (20) days prior to the occurrence of the closing of a Corporate
Transaction, the Company shall have sent to the Holder notice of such event.

                  For purposes hereof, the term "Corporate Transaction" shall
mean (a) the sale, conveyance or disposal of all or substantially all of the
Company's property or business; (b) the Company's merger into or consolidation
with any other corporation (other than a a merger effected exclusively for the
purpose of changing the domicile of the Company or a merger in which the owners
of the voting stock of the Company prior to the merger own at least 50% of the
voting interests in the surviving entity) or any other transaction or series of
transactions, in which more than fifty percent (50%) of the voting power of the
Company is disposed of (other than a sale by the Company of shares of its
capital stock in an equity financing); or (c) the closing of an underwritten
public offering of the Company's Common Stock pursuant to a registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
with aggregate net proceeds to the Company in excess of twenty-five million
dollars ($25,000,000).


<PAGE>

                  1.2 NUMBER OF SHARES. This Warrant may be exercised for ______
shares of Stock, subject to adjustment as provided herein.

                  1.3 EXERCISE PRICE. The per share exercise price for the
shares of Stock to be issued upon exercise of this Warrant shall be $60.00,
subject to adjustment as provided herein (such price as adjusted from time to
time as provided herein is called the "Exercise Price").

                  1.4 METHOD OF EXERCISE. The exercise of the purchase rights
evidenced by this Warrant shall be effected by (a) the surrender of the Warrant,
together with a duly executed copy of the form of a subscription attached hereto
as Schedule 1, to the Company at its principal offices and (b) except as set
forth in Section 1.5, the delivery of the aggregate Exercise Price by check or
bank draft payable to the Company's order or by wire transfer to the Company's
account for the number of shares for which the purchase rights hereunder are
being exercised or any other form of consideration approved by the Company's
Board of Directors (the "Board"). Each exercise of this Warrant shall be deemed
to have been effected immediately prior to the close of business on the day on
which this Warrant shall have been surrendered to the Company as provided herein
or at such later date as may be specified in the executed form of subscription,
and at such time the person or persons in whose name or names any certificate or
certificates for shares of Stock shall be issuable upon such exercise as
provided herein shall be deemed to have become the holder or holders of record
thereof.

                  1.5 NET ISSUANCE.

                          (a) RIGHT TO CONVERT. In addition to and without
limiting the rights of the Holder under the terms of this Warrant, the Holder
shall have the right to convert this Warrant or any portion thereof (the
"Conversion Right") into shares of Stock as provided in this Section 1.5 at any
time or from time to time during the Exercise Period. Upon exercise of the
Conversion Right with respect to a particular number of shares subject to the
Warrant (the "Converted Warrant Shares"), the Company shall deliver to the
Holder (without payment by the Holder of any exercise price or any cash or other
consideration) that number of shares of fully paid and nonassessable Stock
computed using the following formula:

                          X =     Y (A - B)
                                  ---------
                                     A

           Where          X =     the number of shares of Stock to be delivered
                                  to the Holder
                          Y =     the number of Converted Warrant Shares
                          A =     the fair market value of the total number of
                                  shares of Common Stock into which one share of
                                  Stock can be converted on the Conversion Date
                                  (as defined below)
                          B =     the Exercise Price (as adjusted to the
                                  Conversion Date)


                                      -2-
<PAGE>

         The Conversion Right may only be exercised with respect to a whole
number of shares subject to the Warrant. No fractional shares shall be issuable
upon exercise of the Conversion Right, and if the number of shares to be issued
determined in accordance with the foregoing formula is other than a whole
number, the Company shall pay to the Holder an amount in cash equal to the fair
market value of the resulting fractional share on the Conversion Date (as
defined below). Shares issued pursuant to the Conversion Right shall be treated
as if they were issued upon the exercise of the Warrant.

                          (b) METHOD OF EXERCISE. The Conversion Right may be
exercised by the Holder by the surrender of the Warrant at the principal office
of the Company together with a notice in the form attached hereto as Schedule 2
specifying that the Holder thereby intends to exercise the Conversion Right and
indicating the total number of shares under the Warrant that the Holder is
exercising through the Conversion Right. Such conversion shall be effective upon
receipt by the Company of the Warrant together with the aforesaid written
statement, or on such later date as is specified therein (the "Conversion
Date"). Certificates for the shares issuable upon exercise of the Conversion
Right and, if applicable, a new warrant evidencing the balance of the shares
remaining subject to the Warrant, shall be issued as of the Conversion Date and
shall be delivered to the Holder promptly following the Conversion Date.

                          (c) DETERMINATION OF FAIR MARKET VALUE. For purposes
of this Section 1.5, the fair market value of a share of Common Stock on the
Conversion Date shall be the average of the closing prices of the Common Stock
as reported on a Trading Market (as defined below) for the last fifteen (15)
trading day period ending two (2) days prior to the Conversion Date. For
purposes of this Warrant, "Trading Market" shall mean one of the following which
has been determined by the Company's Board of Directors to be the Company's
principal trading market: NASD OTC Bulletin Board, the Nasdaq SmallCap Market,
the Nasdaq National Market, the American Stock Exchange or the New York Stock
Exchange. Notwithstanding the foregoing, in the event the Common Stock is not
publicly trading on the Conversion Date, the fair market value of a share of
Common Stock on the Conversion Date shall be determined in good faith by the
Company's Board of Directors.

                          (d) LIMIT ON EXERCISE. Notwithstanding any other
provision of this Warrant, the Holder shall not be entitled to exercise the
Conversion Right, in whole or in part, unless the Holder agrees, in writing, to
immediately convert the Shares issued pursuant to the Conversion Right into
shares of the Company's Common Stock (pursuant to the terms of the Company's
Amended and Restated Certificate of Incorporation and Certificate of
Designations, Preferences and Rights of Series C Preferred Stock of the
Company).

         2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The Exercise
Price and the number of shares purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the occurrence of certain
events described in this Section 2. Upon each adjustment of the Exercise Price,
the Holder of this Warrant shall thereafter be entitled to purchase, at the
Exercise Price resulting from such adjustment, the number of shares obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior to such
adjustment, and dividing the product thereof by the Exercise Price resulting
from such adjustment.


                                      -3-
<PAGE>

                  2.1 SUBDIVISION OR COMBINATION OF STOCK. In case the Company
shall at any time subdivide its outstanding shares of Series C Preferred Stock
into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced, and conversely, in case
the outstanding shares of Series C Preferred Stock of the Company shall be
combined into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

                  2.2 DIVIDENDS IN STOCK, OTHER STOCK, PROPERTY,
RECLASSIFICATION. If at any time or from time to time the holders of the Series
C Preferred Stock (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received or become
entitled to receive, without payment therefor,

                          (a) Series C Preferred Stock, or any shares of stock
or other securities whether or not such securities are at any time directly or
indirectly convertible into or exchangeable for Common Stock, or any rights or
options to subscribe for, purchase or otherwise acquire any of the foregoing by
way of dividend or other distribution, or

                          (b) any cash paid or payable otherwise than as a cash
dividend, or

                          (c) Series C Preferred Stock or other or additional
stock or other securities or property (including cash) by way of spin off,
split-up, reclassification, combination of shares or similar corporate
rearrangement, (other than shares of Stock issued as a stock split, adjustments
in respect of which shall be covered by the terms of Section 2.1 above),

         Then and in each such case, the Holder hereof shall, upon the exercise
of this Warrant, be entitled to receive, in addition to the number of shares of
Stock receivable thereupon, and without payment of any additional consideration
therefore, the amount of stock and other securities and property (including cash
in the cases referred to in clauses (b) and (c) above) which such Holder would
hold on the date of such exercise had he been the holder of record of such Stock
as of the date on which holders of Series C Preferred Stock received or became
entitled to receive such shares and/or all other additional stock and other
securities and property.

                  2.3 RECLASSIFICATION OR REORGANIZATION. If the Stock (or any
shares of stock or other securities which may be) issuable upon the exercise of
this Warrant shall be changed into the same or different number of shares of any
class or classes of stock, whether by capital reorganization, reclassification
or otherwise (other than a subdivision or combination of shares or stock
dividend provided for in Section 2.1 above, or a Corporate Transaction, in which
case this Warrant shall terminate if not exercised), then and in each such event
the Holder shall be entitled to receive upon the exercise of this Warrant the
kind and amount of shares of stock and other securities and property receivable
upon such reorganization, reclassification or other change, to which a holder of
the number of shares of Stock (or any shares of stock or other securities which
may be) issuable upon the exercise of this Warrant would have received if this
Warrant had been exercised immediately prior to such reorganization,
reclassification or other change, all subject to further adjustment as provided
herein.

                  2.4 NOTICE OF ADJUSTMENTS AND RECORD DATES. The Company shall
promptly notify the Holder in writing of each adjustment or readjustment of the
exercise price hereunder and the number of shares of Stock (or any shares of
stock or other securities which may be) issuable upon the exercise of this
Warrant. Such notice shall state the adjustment or readjustment and show in
reasonable detail the facts on which that adjustment or readjustment is based.
In the event of any taking by the Company of a record of the holders of Common
Stock for the purpose of determining the holders thereof who are entitled to
receive any dividend or other distribution, the Company shall notify the Holder
in writing of such record date at least twenty (20) days prior to the date
specified therein.


                                      -4-
<PAGE>

                  2.5 SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The
Company covenants and agrees that all shares of Stock which may be issued upon
the exercise of the rights represented by this Warrant will, upon payment of the
Exercise Price and issuance pursuant to Section 1.4 or a net issuance pursuant
to Section 1.5, be duly authorized, validly issued, fully paid and nonassessable
and free from all preemptive rights of any stockholder and free of all taxes,
liens and charges with respect to the issue thereof. The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized
and reserved, for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number of shares of
authorized but unissued Series C Preferred Stock and Common Stock into which
such Series C Preferred Stock may be converted, or other securities and
property, when and as required to provide for the exercise of the rights
represented by this Warrant. The Company will take all such action as may be
necessary to assure that such shares of Series C Preferred Stock and Common
Stock may be issued as provided herein without violation of any applicable law
or regulation.

         3. REPLACEMENT OF WARRANTS. On receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of such Warrant, the Company at its
expense shall execute and deliver to the Holder, in lieu thereof, a new Warrant
of like tenor.

         4. INVESTMENT INTENT. Unless a current registration statement under the
Securities Act, shall be in effect with respect to the securities to be issued
upon exercise of this Warrant, the Holder, by accepting this Warrant, covenants
and agrees that, at the time of exercise hereof, and at the time of any proposed
transfer of any securities acquired upon exercise hereof, the Holder shall
deliver to the Company a written statement that the securities acquired by the
Holder upon exercise hereof are for the own account of the Holder for investment
and are not acquired with a view to, or for sale in connection with, any
distribution thereof (or any portion thereof) and with no present intention (at
any such time) of offering or distributing such securities (or any portion
thereof).

         5. NO RIGHTS OR LIABILITY AS A SHAREHOLDER. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a shareholder
of the Company. No provisions hereof, in the absence of affirmative action by
the Holder to purchase Stock, and no enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder as a
shareholder of the Company.

         6. REPRESENTATIONS OF HOLDER. The Holder hereby represents and
acknowledges to the Company that:


                                      -5-
<PAGE>

                  6.1 this Warrant, the Stock issuable upon exercise of this
Warrant and any securities issued with respect to any of them by way of a stock
dividend or stock split or in connection with a recapitalization, merger,
consolidation or other reorganization will be "restricted securities" as such
term is used in the rules and regulations under the Securities Act, and that
such securities have not been and may not be registered under the Securities Act
or any state securities law, and that such securities must be held indefinitely
unless registration is effected or transfer can be made pursuant to appropriate
exemptions;

                  6.2 the Holder has read, and fully understands, the terms of
this Warrant set forth on its face and the attachments hereto, including the
restrictions on transfer contained herein;

                  6.3 the Holder is purchasing for investment for its own
account and not with a view to or for sale in connection with any distribution
of this Warrant or the Stock of the Company issuable upon exercise of this
Warrant and it has no intention of selling such securities in a public
distribution in violation of the federal securities laws or any applicable state
securities laws;

                  6.4 the Company may affix the following legends (in addition
to any other legend(s), if any, required by applicable state corporate and/or
securities laws) to certificates for shares of Stock (or other securities)
issued upon exercise of this Warrant ("Warrant Shares"):

                           "These securities have not been registered under the
                           Securities Act of 1933, as amended. They may not be
                           sold, offered for sale, pledged or hypothecated in
                           the absence of a registration statement in effect
                           with respect to the securities under such Act or an
                           opinion of counsel satisfactory to the Company that
                           such registration is not required or unless sold
                           pursuant to Rule 144 of such Act."



         7. RESERVED.

         8. RESERVED.

         9. LIMITATIONS ON DISPOSITION. The Holder of this Warrant, by
acceptance hereof, agrees to comply in all respects with the provisions of this
Section 9. Without in any way limiting the representations set forth above, the
Holder of this Warrant agrees not to make any disposition of this Warrant or any
Warrant Shares, unless and until the transferee has agreed in writing for the
benefit of the Company to be bound by this Section 9 and the other provisions of
this Warrant as if such transferee were the original Holder hereof, provided and
to the extent such provisions are then applicable, and

                          (a) There is then in effect a Registration Statement
under the Securities Act covering such proposed disposition and such disposition
is made in accordance with such Registration Statement; or


                                      -6-
<PAGE>

                          (b) (i) the Holder shall have notified the Company of
the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and the
Company has given its prior written consent (which consent shall not be
unreasonably withheld), and (ii) if reasonably requested by the Company, the
Holder shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require registration
of the Warrant and/or the Warrant Shares under the Securities Act. It is agreed
that the Company will not require opinions of counsel for transactions made
pursuant to Rule 144 except in unusual circumstances.

         Notwithstanding any other provision of this Section 9, Holder may
transfer this Warrant and/or the Warrant Shares to any investment fund in which
MedCap Management & Research LLC or any of its affiliates is the General Partner
or the manager; provided that, such fund is an "accredited investor" as such
term is then defined in Section 501 of Regulation D promulgated pursuant to the
Securities Act.

         10.     MISCELLANEOUS.

                  10.1 TRANSFER OF WARRANT. In addition to the transfer
restrictions set forth in Section 9, this Warrant shall not be transferable or
assignable in any manner and no interest shall be pledged or otherwise
encumbered by the Holder without the express written consent of the Company.

                  10.2 TITLES AND SUBTITLES. The titles and subtitles used in
this Warrant are for convenience only and are not to be considered in construing
or interpreting this Warrant.

                  10.3 NOTICE. Notice or demand pursuant to this Warrant shall
be sufficiently given or made, if sent by first-class mail, postage prepaid,
addressed, if to the Holder of this Warrant, to the Holder at its last known
address as it shall appear in the records of the Company, and if to the Company,
at 14114 Dallas Pkwy., Suite 600, Dallas, TX 75254, Attention: Secretary. The
Company may alter the address to which communications are to be sent by giving
notice of such change of address in conformity with the provisions of this
Section 10.3 for the giving of notice.

                  10.4 ATTORNEYS' FEES. If any action at law or in equity is
necessary to enforce or interpret the terms of this Warrant, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and disbursements
in addition to any other relief to which such party may be entitled.

                  10.5 AMENDMENT. This Warrant may be modified, amended or
terminated by a writing signed by the Company and the Holder.

                  10.6 SEVERABILITY. If one or more provisions of this Warrant
are held to be unenforceable under applicable law, such provision shall be
excluded from this Warrant and the balance of the Warrant shall be interpreted
as if such provision were so excluded and shall be enforceable in accordance
with its terms.

                  10.7 GOVERNING LAW. This Warrant shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware,
without giving effect to its conflicts of laws principles.


                                      -7-
<PAGE>


                  COUNTERPARTS. This Warrant may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

Date:  ___________________                  CRDENTIA CORP.


                                            By:
                                                --------------------------------
                                                Name: James D. Durham
                                                Its: Chief Executive Officer


ACKNOWLEDGED AND AGREED:

MEDCAP PARTNERS L.P.

By:      MedCap Management & Research LLC
Its:     General Partner

         By:
                  -----------------------------
         Name:    C. Fred Toney
         Its:     Managing Member



                  [SIGNATURE PAGE TO WARRANT TO PURCHASE SHARES
                          OF SERIES C PREFERRED STOCK]

<PAGE>


                                   SCHEDULE 1


                               SUBSCRIPTION NOTICE
               (To be signed only on exercise of Warrant for cash)



To:      Crdentia Corp.

         The undersigned, the holder of the Warrant attached hereto, hereby
irrevocably elects to exercise the purchase rights represented by such Warrant
for, and to purchase thereunder, __________* shares of Stock of Crdentia Corp.,
and herewith makes payment of $__________ therefor, and requests that the
certificates for such shares be issued in the name of, and delivered to
____________________, whose address is ___________________________.



                                        ________________________________________
                                        (Signature must conform in all respects
                                        to name of the Holder as specified on
                                        the face of the Warrant)


                                        ________________________________________
                                        (Print Name)


                                        ________________________________________
                                        (Address)


Dated:  ____________________


_______________
*Insert here the number of shares as to which the Warrant is being exercised.


                                 Schedule 1-1
<PAGE>


                                   SCHEDULE 2


                         NOTICE OF NET ISSUANCE EXERCISE

             (To be signed only on net issuance exercise of Warrant)



To:      Crdentia Corp.:

         Pursuant to Section 1.5 of the Warrant, the undersigned, the holder of
the Warrant attached hereto, hereby irrevocably elects to exercise the net
issuance rights with respect to _____________ shares of such Warrant for that
number of shares of Stock of Crdentia Corp., determined pursuant to the formula
set forth in Section 1.5 of the Warrant, and requests that the certificates for
such shares be issued in the name of, and delivered to ___________________,
whose address is _________________________________________.


                                        ________________________________________
                                        (Signature must conform in all respects
                                        to name of the Holder as specified on
                                        the face of the Warrant)


                                        ________________________________________
                                        (Print Name)


                                        ________________________________________
                                        (Address)


Dated:  ____________________




                                  Schedule 2-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>crdentia_8kex10-1.txt
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

                               MAKEWELL AGREEMENT

         THIS MAKEWELL AGREEMENT (this "AGREEMENT") dated as of August 31, 2004,
among MedCap Partners L.P., a Delaware limited partnership ("MEDCAP"), Crdentia
Corp., a Delaware corporation ("Crdentia"), Bridge Opportunity Finance, LLC, a
Delaware limited liability company ("TERM LENDER"), and Bridge Healthcare
Finance, LLC, a Delaware limited liability company ("REVOLVER LENDER"; and
collectively with the Term Lender, the "LENDERS").


                              W I T N E S S E T H:
         WHEREAS, MedCap owns in excess of twenty percent (20%) of the voting
stock of Crdentia (including the Series C Preferred Stock acquired concurrently
herewith) and as such MedCap will derive substantial direct and indirect
economic benefit from the Lenders' providing loans and other financial
accommodations under the Loan Agreements described below;

         WHEREAS, Crdentia, Baker Anderson Christie, Inc. ("BAKER"), Nurses
Network, Inc. ("NURSES NETWORK"), New Age Staffing, Inc. ("NEW AGE"), PSR
Nurses, Ltd. ("PSR LTD."), PSR Nurse Recruiting, Inc. ("PSR RECRUITING"), PSR
Nurses Holdings Corp. ("PSR HOLDING"), CRDE Corp. ("ACQUISITION SUBSIDIARY"),
CPS Acquisition Corporation ("CPS"), and AHHC Acquisition Corporation ("AHHC")
(Crdentia, together with Baker, Nurses Network, New Age, PSR Ltd, PSR
Recruiting, PSR Holding, Acquisition Subsidiary, CPS and AHHC, each individually
and collectively, "BORROWER") have entered into (i) that certain Loan and
Security Agreement dated as of June 16, 2004 with the Revolver Lender (as
amended, restated, supplemented or otherwise modified from time to time, the
"REVOLVING LOAN AGREEMENT"), and (ii) that certain Loan and Security Agreement
dated as of August 31, 2004 with the Term Lender and certain other parties (as
amended, restated, supplemented or otherwise modified from time to time, the
"TERM LOAN AGREEMENT"; and collectively with the Revolving Loan Agreement, the
"LOAN AGREEMENTS");

         WHEREAS, in order to induce the Lenders to enter into, and/or perform
their obligations under, the Loan Agreements and extend Borrower the financial
accommodations contemplated thereby, MedCap has agreed, under certain specific
circumstances described herein, to make additional equity investments in
Crdentia; and

         WHEREAS, MedCap desires to provide certain assurances to Lenders with
respect to the loans as set forth herein.

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:

         1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to such terms in the Loan Agreements. In
addition, the following terms shall have the definitions ascribed to them in
this SECTION 1:

             (a) "EBITDA SHORTFALL means, with respect to any month, the amount
of EBITDA, as reported in the compliance certificate (the "Compliance
Certificate") delivered to the Lenders on or before the fifteenth day (15th) day
of the immediately following month pursuant to Section 9(c) of the Loan
Agreements and , which is less than $0.00 and reported as such negative amount
on such Compliance Certificate. For purposes of clarification, such EBITDA
Shortfall amount shall be equal to the difference between such negative EBITDA
amount, as reported by the Borrower on the Compliance Certificate, and $0.00.



<PAGE>

         2. MAKEWELL OBLIGATIONS.

             (a) If Borrower's EBITDA for any month is less than $0.00, then
MedCap shall make payment to Crdentia in the amount of the EBITDA Shortfall, by
purchase from Crdentia additional shares (to the nearest share) of Crdentia's
Series C Preferred Stock at $60.00 per share (as adjusted proportionately for
stock splits, stock dividends, recapitalizations and the like of the Series C
Preferred Stock) for an aggregate purchase price equal to such EBITDA Shortfall
(the "MAKEWELL PAYMENT") (on the same terms and conditions (including the
issuance of warrants) as the Series C Preferred Stock being sold to MedCap
concurrently herewith; provided that, the terms of the newly acquired Series C
Preferred Stock shall be adjusted to reflect any events affecting the terms of
the Series C Preferred Stock sold concurrently herewith) within ten (10) days of
the Lenders' receipt of the applicable Compliance Certificate reporting the
EBITDA Shortfall amount. If Crdentia is unable to sell Series C Preferred Stock
to MedCap, it shall sell a series of its preferred stock containing the same
terms as the Series C Preferred Stock would be required to contain.

             (b) MedCap hereby agrees that it shall make any such Makewell
Payment via federal wire transfer or ACH to the Crdentia Collection Lockbox
Account maintained at LaSalle Bank, N.A. (the "CRDENTIA COLLECTIONS ACCOUNT").
The amount of such Makewell Payment to the Crdentia Collections Account shall be
swept to the Revolver Lender Concentration Account (such Concentration Account
as defined in the Revolving Loan Agreement) and applied to the outstanding
Revolving Loans of the Revolver Lender, in accordance with the terms of the
Revolving Loan Agreement. MedCap shall make the Makewell Payment as provided
herein without any notice or request from the Lenders.

             (c) Each Makewell Payment shall be deemed to cure any applicable
Minimum EBITDA violation for the applicable month in respect of which the
Makewell Payment causes Borrower to be in pro forma compliance with the Minimum
EBITDA financial covenant for such month as determined in accordance with
Section 14(c) of the Loan Agreements.

         3. WAIVER. No course of dealing between Lenders and Borrower, and no
act, delay or omission by any Lender in exercising any right or remedy
hereunder, shall operate as a waiver thereof or of any other right or remedy,
and no single or partial exercise thereof shall preclude any other or further
exercise thereof or the exercise of any other right or remedy. If any provision
of this Agreement is unenforceable in whole or in part for any reason, the
remaining provisions shall continue to be effective.


                                       2
<PAGE>

         4. REPRESENTATIONS AND WARRANTIES; COVENANTS. (i) The execution,
delivery and performance by MedCap of this Agreement is within its limited
partnership powers and has been duly authorized by all necessary limited
partnership action on the part of MedCap, (ii) this Agreement is the legal,
valid and binding obligation of MedCap enforceable against MedCap in accordance
with its terms (except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally) and (iii) neither the execution,
delivery nor performance by MedCap of this Agreement (1) violates any law or
regulation, or any order or decree of any governmental body other than any laws
relating to the issuance of securities, (2) conflicts with or results in the
breach or termination of, constitutes a default under or accelerates any
performance required by, any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which MedCap is a party or by which MedCap or
any of its property is bound, (3) violates or conflicts with the limited
partnership agreement or other organizational documents of MedCap, or (4)
requires the consent, approval or authorization of, or declaration or filing
with, any Person, except for those already duly obtained.

         5. MODIFICATION, AMENDMENT, DURATION OF OBLIGATION AND ASSIGNMENT. This
Agreement may be modified, or amended only by the written agreement of the
parties. The obligation of MedCap and Crdentia under this Agreement shall
continue until the earlier of (i) the termination of the Loan Agreements and the
payment in full in cash of all Obligations (other than contingent
indemnification obligations), (ii) the date on which an aggregate of $1,000,000
in Makewell Payments have been made under this Agreement, and (iii) January 25,
2005. MedCap may assign its rights and obligations under this Agreement in whole
or in part to a third party "accredited investor" (as defined in Rule 501 of
Regulation D promulgated under the Securities Act) reasonably approved by
Crdentia and the Lender, PROVIDED THAT all proceeds to Crdentia of any such
investors are paid to Crdentia in accordance with Section 2(b) hereof. For the
avoidance of doubt this Agreement is independent of, and is a separate and
distinct obligation from, any guaranty or similar agreements among the parties.

         6. PAYMENT OF COSTS AND EXPENSES. Crdentia hereby agrees to pay on
demand all reasonable costs and expenses, including, without limitation,
reasonable attorneys' fees and costs, incurred by the Lenders in enforcing this
Agreement. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party, or the
non-dismissing party in the even of a voluntary dismissal by the party
initiating the action, shall be entitled to receive reasonable attorney's fees,
costs and necessary disbursements.

         7. LOAN DOCUMENT. This Agreement shall be deemed to be a Loan Document
and Other Agreement for all purposes.

         8. OBLIGATION OF CRDENTIA. Crdentia agrees to notify MedCap on or prior
to the same Business Day that it sends a Compliance Certificate to the Lenders
of any EBITDA Shortfall with regard to such Compliance Certificate. Crdentia
hereby agrees to timely sell to MedCap or such other person as provided herein
the Series C Preferred Stock (or such other series of the Company's Preferred
Stock) that MedCap is required to acquire under Section 2 on such terms as
provided for in Section 2. Such sale shall be pursuant to a subscription
agreement with essentially the same terms as the subscription agreement entered
into by MedCap and Crdentia in connection with the Series C Preferred Stock
being sold concurrently herewith. Crdentia represents and warrants that the sale
of any Series C Preferred Stock pursuant to the terms of this Agreement has been
duly and validly authorized by all necessary corporate action and that Crdentia
has reserved for issuance all of the shares of Series C Preferred Stock as
necessary in connection with any such sale. Crdentia represents to MedCap that
the EBITDA calculations contained in any Compliance Certificate is accurate.


                                       3
<PAGE>

         9. COUNTERPARTS. This Agreement may be executed by one or more of the
parties hereto on any number of separate counterparts, each of which shall be
deemed an original and all of which, taken together, shall be deemed to
constitute one and the same instrument. Delivery of an executed counterpart of
this Agreement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.

         10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. MEDCAP HEREBY CONSENTS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK,
STATE OF ILLINOIS AND IRREVOCABLY AGREES THAT, SUBJECT TO LENDERS' ELECTION, ALL
ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE
LITIGATED IN SUCH COURTS. MEDCAP EXPRESSLY SUBMITS AND CONSENTS TO THE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS. MEDCAP HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND
AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON MEDCAP BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO MEDCAP IN ACCORDANCE
WITH THE NOTICE PROVISIONS HEREOF AND SERVICE SO MADE SHALL BE COMPLETE FIVE (5)
DAYS AFTER THE SAME HAS BEEN POSTED.

         11. WAIVER OF JURY TRIAL. MEDCAP AND LENDERS EACH HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.

                            [SIGNATURE PAGE FOLLOWS]




                                       4
<PAGE>


                      SIGNATURE PAGE TO MAKEWELL AGREEMENT



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunder duly authorized
as of the day and year first above written.

                                        MEDCAP PARTNERS L.P.


                                        By: /s/ C. FRED TONEY
                                            ------------------------------------
                                            Name: C. FRED TONEY
                                            Title: Managing Member of MedCap
                                              Management & Research LLC, the
                                              General Partner of MedCap
                                              Partners L.P.


                                        Address for Notice:

                                        ________________________________________
                                        ________________________________________
                                        ________________________________________
                                        Attn:
                                        Telephone:
                                        Facsimile:



                                        BRIDGE OPPORTUNITY FINANCE, LLC, as
                                          Term Lender


                                        By: /s/ RANDY ABRAHAMS
                                            ------------------------------------
                                            Name: RANDY ABRAHAMS
                                            Title: President and Chief Executive
                                              Officer


                                        Address for Notice:

                                        233 South Wacker Drive
                                        Suite 5350
                                        Chicago, Illinois 60606
                                        Attn:  Chief Credit Officer
                                        Telephone: (312) ________
                                        Facsimile:  (312) 334-4450


<PAGE>


                      SIGNATURE PAGE TO MAKEWELL AGREEMENT



                                        BRIDGE HEALTHCARE FINANCE, LLC, as
                                          Revolver Lender


                                        By: /s/ KIM GORDON
                                            ------------------------------------
                                            Name: KIM GORDON
                                            Title: Executive Vice President


                                        Address for Notice:

                                        233 South Wacker Drive
                                        Suite 5350
                                        Chicago, Illinois 60606
                                        Attn:  Chief Credit Officer
                                        Telephone: (312) ________
                                        Facsimile:  (312) 334-4450


<PAGE>


                      SIGNATURE PAGE TO MAKEWELL AGREEMENT



                                        CRDENTIA CORP.


                                        By: /s/ JAMES D. DURHAM
                                            ------------------------------------
                                            Name: JAMES D. DURHAM
                                            Title: Chairman and Chief Executive
                                              Officer


                                        Address for Notice:


                                        14114 Dallas Parkway
                                        Dallas, Texas 75254
                                        Attn:  ____________________
                                        Telephone: (___) ___________
                                        Facsimile:  (___) ____________



</TEXT>
</DOCUMENT>
</SUBMISSION>
