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<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): NOVEMBER 29, 2004


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


           DELAWARE                    000-31152                76-0585701
(State or Other Jurisdiction          (Commission            (I.R.S. Employer
      of 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 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On November 29, 2004, Crdentia Corp. (the "Company") obtained a
$400,000 loan (the "Loan") from MedCap Partners L.P. ("MedCap") to fund working
capital needs. 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 Partners L.P. No equity securities, and no securities exercisable,
convertible or exchangeable for equity securities, were issued in connection
with the Loan. The Loan is payable upon demand and bears interest at the rate of
five percent (5%) per annum. The Loan is evidenced by the Secured Promissory
Note filed as Exhibit 10.1 to this report on Form 8-K.

         In connection with the Loan, the Company, Baker Anderson Christie, Inc.
("Baker"), New Age Staffing, Inc. ("New Age"), Nurses Network, Inc. ("Nurses"),
PSR Nurses, Ltd. ("PSR, Ltd."), PSR Nurse Recruiting, Inc. ("PSR Recruiting"),
PSR Nurses Holdings Corp. ("PSR Holdings"), CRDE Corp. ("CRDE"), Arizona Home
Health Care/Private Duty, Inc. ("AHHC"), Care Pros Staffing, Inc. ("Care") and
MedCap entered into a Security Agreement pursuant to which MedCap was granted a
subordinate security interest in all of the assets and property of the Company,
Baker, New Age, Nurses, PSR Ltd, PSR Recruiting, PSR Holdings, CRDE, AHHC and
Care. Baker, New Age, Nurses, PSR Recruiting, PSR Holdings and CRDE are
wholly-owned subsidiaries of the Company. PSR Recruiting is the sole general
partner of PSR Ltd. and PSR Nurses is the sole limited partner of PSR Ltd. AHHC
and Care are wholly-owned subsidiaries of CRDE. The Security Agreement imposes
various restrictions on the activities of the Company, and includes events of
default (with grace periods, as applicable). The Security Agreement is filed
with this report on Form 8-K as Exhibit 10.2.


ITEM 2.03     CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
              AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

         As described in further detail above under ITEM 1.01, ENTRY INTO A
MATERIAL DEFINITIVE AGREEMENT, on November 29, 2004, the Company obtained the
Loan from MedCap. The disclosures made above regarding the Loan are incorporated
herein to the extent applicable.


ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      EXHIBITS.

  EXHIBIT NO.     DESCRIPTION
  -----------     --------------------------------------------------------------
     10.1         Secured Promissory Note, dated November 29, 2004, issued by
                  Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
                  Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
                  Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
                  Arizona Home Health Care/Private Duty, Inc. and Care Pros
                  Staffing, Inc. to MedCap Partners L.P.

     10.2         Security Agreement, dated November 29, 2004, by and among
                  Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
                  Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
                  Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
                  Arizona Home Health Care/Private Duty, Inc., Care Pros
                  Staffing, Inc. and MedCap Partners L.P.

<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.


December 3, 2004                            By:      /s/ James D. Durham
                                                 ------------------------------
                                                        James D. Durham
                                                    Chief Executive Officer

<PAGE>

                                  EXHIBIT INDEX

  EXHIBIT NO.     DESCRIPTION
  -----------     --------------------------------------------------------------
     10.1         Secured Promissory Note, dated November 29, 2004, issued by
                  Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
                  Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
                  Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
                  Arizona Home Health Care/Private Duty, Inc. and Care Pros
                  Staffing, Inc. to MedCap Partners L.P.

     10.2         Security Agreement, dated November 29, 2004, by and among
                  Crdentia Corp., Baker Anderson Christie, Inc., Nurses Network,
                  Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
                  Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp.,
                  Arizona Home Health Care/Private Duty, Inc., Care Pros
                  Staffing, Inc. and MedCap Partners L.P.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>crdentia_8kex10-1.txt
<TEXT>
<PAGE>
EXHIBIT 10.1


THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS PROMISSORY NOTE
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
MAY BE EFFECTED UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO, OR AN EXEMPTION FROM SUCH REGISTRATION STATEMENT REQUIREMENTS.

                             SECURED PROMISSORY NOTE

Principal Amount:  $400,000.00                         San Francisco, California
Interest Rate:  5.00% per annum                                November 29, 2004


                  FOR VALUE RECEIVED, the undersigned, Crdentia Corp., a
Delaware corporation ("Crdentia"), Baker Anderson Christie, Inc., a California
corporation, Nurses Network, Inc., a California corporation, New Age Staffing,
Inc., a Delaware corporation, PSR Nurses, Ltd., a Texas limited partnership, PSR
Nurse Recruiting, Inc., a Texas corporation, PSR Nurses Holdings Corp., a Texas
corporation, CRDE Corp., a Delaware corporation, Arizona Home Health
Care/Private Duty, Inc., an Arizona corporation, and Care Pros Staffing, Inc, a
Texas corporation (each individually and referred to collectively as "Issuer"),
jointly and severally promise to pay to MedCap Partners L.P., or any assignees
of the Note ("Holder"), by wire transfer to such account as Holder may from time
to time designate in writing, the principal amount of Four Hundred Thousand
Dollars ($400,000.00) (the "Principal Amount") payable at such times as
specified in paragraph 1 below. Issuer also promises to pay interest on the
unpaid principal amount from the date of this Note until this Note is paid in
full, at the rate of five percent (5.00%) per annum, at such times as specified
in this Agreement. This Note is executed and delivered pursuant to, and in
recognition of, a loan of $400,000 made by Holder to Issuer on the date hereof.

                  1. PRINCIPAL PAYMENT. The Principal Amount shall be payable to
Holder on the earlier of (i) two business days (as defined below) following the
date of Crdentia's receipt of written demand by Holder requesting such payment
or (ii) the date on which Crdentia completes a private offering or offerings of
its equity securities (whether such offering or offerings consist of one or more
transactions) in an amount of not less than $5.0 million (the "Maturity Date").
All payments shall be made in immediately available funds in lawful currency of
the United States of America, without offset, deduction or counterclaim of any
kind. A "business day" shall mean any day except Saturday, Sunday or any day
that is a legal holiday in the State of California. Holder may make written
demand by facsimile, email or other usual means of communication between Holder
and Crdentia.

                  2. INTEREST. Prior to the Maturity Date or the occurrence of
an Event of Default (as defined in paragraph 3 below), the unpaid Principal
Amount periodically outstanding under this Note shall bear simple interest at
the rate of five percent (5.00%) per annum, calculated on the basis of a 365-day
year, based on the actual number of days elapsed (including the first day, but

<PAGE>

excluding the last day). All accrued and unpaid interest on this Note shall be
due and payable on the Maturity Date. After the Maturity Date or upon the
occurrence and during the continuation of any Event of Default, any unpaid
Principal Amount or accrued interest shall bear interest at the rate of ten
percent (10%) per annum until paid in full.

                  3. EVENTS OF DEFAULT. The occurrence of any of the following
events shall constitute an event of default under this Note: (a) Issuer's
failure to pay the Principal Amount when due and payable; (b) any Issuer making
an assignment for the benefit of its creditors; (c) any Issuer filing (or
consenting to the filing of) any petition or complaint pursuant to federal or
state bankruptcy or insolvency laws, seeking the appointment of a receiver or
trustee for any of its assets, seeking the adjudication of such Issuer as
bankrupt or insolvent, seeking an "order for relief" under such statutes, or
seeking a reorganization of or a plan of arrangement for Issuer; or (d) any
default or breach by any Issuer of or under any agreement for borrowed money,
including loan agreements, or breach under any capital equipment lease
agreement, by which such Issuer is bound or obligated following the expiration
of any applicable grace period. Upon the occurrence of an Event of Default, the
entire Principal Amount then outstanding, together with accrued and unpaid
interest, shall become immediately due and payable.

                  4. SECURITY AGREEMENT. This Note is executed and delivered
together with a Security Agreement (the "Security Agreement"), entered into as
of the date hereof, between Holder and Issuer (Issuer therein referred to as
"Grantor") by which Grantor has granted Holder a security interest in the right,
title, and interest in and to all of Grantor's Collateral (as defined in the
Security Agreement), subject to the liens and encumbrances on the Collateral
existing as of the date hereof.

                  5. SUBORDINATION. The indebtedness evidenced by this Note is
expressly junior and subordinate in right of payment to the prior payment in
full of all of Issuer's indebtedness under (i) that certain Loan and Security
Agreement, dated as of June 16, 2004, by and among Crdentia and its
subsidiaries, on the one hand, and Bridge Healthcare Finance, LLC, on the other
hand (the "Revolving Loan Agreement"), and (ii) that certain Loan and Security
Agreement, dated as of August 31, 2004, by and among Crdentia and its
subsidiaries, on the one hand, and Bridge Opportunity Finance, LLC, on the other
hand (the "Term Loan Agreement" and, together with the Revolving Loan Agreement,
the "Loan Agreement"). Notwithstanding anything herein to the contrary, no
payment of principal or interest shall be made on this Note if there exists any
default, or the existence of any event which, with the giving of notice, would
constitute a default, in the payment of any indebtedness under the Loan
Agreement, as determined by the terms of the Loan Agreement. Holder agrees to
execute all subordination documents reasonably required by Bridge Healthcare
Finance, LLC and/or Bridge Opportunity Finance, LLC.

                  6. PREPAYMENT. This Note may be prepaid, at the option of
Issuer, in whole or in part, at any time or from time to time, without penalty
or premium; PROVIDED, HOWEVER, that any prepayment shall be applied first to the
Principal Amount then outstanding until paid in full and then to accrued and
unpaid interest as of the date of such prepayment. In the event that Issuer
sells any of the Collateral (as defined in the Security Agreement), the net


                                      -2-
<PAGE>

proceeds from such sale shall be applied as set forth in the Security Agreement
and, to the extent any proceeds are required to be applied to the payment of the
Principal Amount and interest hereunder, in accordance with the preceding
sentence.

                  7. MAXIMUM RATE OF INTEREST. In no event shall any interest
rate provided for hereunder exceed the maximum rate legally chargeable by Holder
under applicable law. If at any time such laws would render usurious any amount
due under this Note, then it is the express intention of Holder and Issuer that
Issuer not be required to pay interest on this Note at a rate in excess of the
maximum lawful rate, that the provisions of this paragraph 7 shall control over
all other provisions of this Note which may be in apparent conflict, that such
excess amount shall be immediately credited to the principal balance owing under
this Note (or, if this Note has been fully repaid, refunded by Holder to
Issuer), and the provisions hereof shall be immediately reformed and the amounts
thereafter decreased, so as to comply with the then applicable usury law, but so
as to permit the recovery of the fullest amount otherwise due under this Note.
Any credit or refund shall not cure or waive any default by Issuer under this
Note. For the purposes of this paragraph 7, the term "applicable law" means the
laws of the State of California, as such laws now exist or may be changed or
amended or come into effect in the future.

                  8. HOLDER REPRESENTATIONS.

                           (a) This Note is being acquired for Holder's own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part hereof in violation of the Securities Act of 1933, as
amended (the "1933 Act"), and Holder has no present intention of selling,
granting any participation in, or otherwise distributing this Note in violation
of the 1933 Act.

                           (b) Holder acknowledges that it can bear the economic
risk of complete loss of its investment in this Note and has such knowledge and
experience in financial or business matters that it is capable of evaluating the
merits and risks of the investment in this Note. Holder acknowledges that there
are substantial risks incident to the ownership of this Note, and such
investment is speculative and involves a high degree of risk of loss by Holder
of Holder's entire investment in the Issuer

                           (c) Holder has had an opportunity to receive all
information related to Issuer requested and to ask questions of and receive
answers from Issuer regarding Issuer and its business. Holder has reviewed the
reports and other documents filed by Issuer with the Securities and Exchange
Commission.

                           (d) Holder acknowledges and understands that this
Note is a "restricted security" under the 1933 Act.

                           (e) Holder is an "accredited investor" as defined by
Rule 501 or Regulation D promulgated under the 1933 Act.

                  9. NO WAIVER. No extension of time for payment of any amount
owing hereunder shall affect the liability of Issuer or any person or entity,
now or at any time hereafter, liable for payment of the indebtedness evidenced
hereby. No delay by Holder in exercising any power or right hereunder shall
operate as a waiver of any power or right hereunder.


                                      -3-
<PAGE>

                  10. ATTORNEYS' FEES. If any action or proceeding is brought by
Holder to enforce payment of this Note, then the prevailing party shall be
entitled to recover its reasonable costs and expenses (including without
limitation attorneys' fees, experts fees, etc.) associated therewith. In
addition, upon the payment in full of the Principal Amount, Issuer agrees to pay
to Holder the reasonable legal fees, not to exceed $15,000, incurred by MedCap
Partners L.P. in connection with the review and preparation of this Note and the
Security Agreement and any related filings to protect Holder's security
interests.

                  11. WAIVER OF PRESENTMENT, ETC. Each Issuer, for itself and
its respective successors and assigns, hereby expressly waive presentment,
demand, protest, notice of protest, dishonor, notice of dishonor and any other
notice of any type or nature. No waiver or modification of the terms of this
Note shall be valid unless in writing and signed by the holder hereof.

                  12. SEVERABILITY. If any provision of this Note is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Note shall remain in full force and effect. Any provision of
this Note held invalid or unenforceable only in part or degree shall remain in
full force and effect to the extent not held invalid or unenforceable.

                  13. TIME OF ESSENCE. Time is of the essence with regard to all
dates set forth in this Note.

                  14. ASSIGNMENT AND TRANSFER. No Issuer may assign or otherwise
transfer its rights or obligations under this Note without the prior written
consent of Holder. Any purported assignment or transfer in contravention of this
paragraph 14 shall be null and void. Subject to the foregoing, this Note shall
be binding upon the successors and assigns of Issuer, and shall inure to the
benefit of and be enforceable by the successors and assigns of Holder. Holder
agrees that it shall not transfer this Note (a) in violation of the 1933 Act or
any state securities laws and (b) unless pursuant to an effective registration
statement or an exemption from such registration statement requirements.

                  15. GOVERNING LAW. This Note shall be construed in accordance
with and governed by the laws of the State of California, without regard to
conflict of laws principles.

                            [signature pages follow]


                                      -4-
<PAGE>

                  IN WITNESS WHEREOF, the undersigned have executed this Note as
of the date first written above.

                                     CRDENTIA CORP.


                                     By: /s/ James D. Durham

                                     Name: _____________________________________

                                     Title:_____________________________________



                                     BAKER ANDERSON CHRISTIE, INC.


                                     By: /S/ JAMES D. DURHAM

                                     Name: _____________________________________

                                     Title:_____________________________________



                                     NURSES NETWORK, INC.


                                     By: /S/ JAMES D.DURHAM

                                     Name: _____________________________________

                                     Title:_____________________________________


                                      -5-
<PAGE>


                                     NEW AGE STAFFING, INC.


                                     By: /S/ JAMES D. DURHAM

                                     Name: _____________________________________

                                     Title:_____________________________________



                                     PSR NURSES, LTD.


                                     By: PSR Nurse Recruiting, Inc.

                                     Its:  General Partner

                                     By: /S/ JAMES D. DURHAM

                                     Name: _____________________________________

                                     Title:_____________________________________



                                     PSR NURSE RECRUITING, INC.


                                     By: /S/ JAMES D. DURHAM

                                     Name: _____________________________________

                                     Title:_____________________________________



                                     PSR NURSES HOLDINGS CORP.


                                     By: /S/ JAMES D. DURHAM

                                     Name: _____________________________________

                                     Title:_____________________________________


                                      -6-
<PAGE>

                                     CRDE CORP.


                                     By: /S/ JAMES D. DURHAM

                                     Name: _____________________________________

                                     Title:_____________________________________



                                     ARIZONA HOME HEALTH CARE/PRIVATE DUTY, INC.


                                     By: /S/ JAMES D. DURHAM

                                     Name: _____________________________________

                                     Title:_____________________________________



                                     CARE PROS STAFFING, INC.


                                     By: /S/ JAMES D. DURHAM

                                     Name: _____________________________________

                                     Title:_____________________________________


                                      -7-
<PAGE>


Acknowledged and Agreed to:

MEDCAP PARTNERS L.P.

BY:     MEDCAP MANAGEMENT & RESEARCH LLC
ITS:    GENERAL PARTNER


By:     /s/ C. Fred Toney
        -----------------
        Name:  C. Fred Toney
        Title: Managing Member


                                      -8-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>crdentia_8kex10-2.txt
<TEXT>
<PAGE>
EXHIBIT 10.2


                               SECURITY AGREEMENT

         This SECURITY AGREEMENT, dated as of November 29, 2004 ("SECURITY
AGREEMENT"), is made by Crdentia Corp., a Delaware corporation ("Crdentia"),
Baker Anderson Christie, Inc., a California corporation, Nurses Network, Inc., a
California corporation, New Age Staffing, Inc., a Delaware corporation, PSR
Nurses, Ltd., a Texas limited partnership, PSR Nurse Recruiting, Inc., a Texas
corporation, PSR Nurses Holdings Corp., a Texas corporation, CRDE Corp., a
Delaware corporation, Arizona Home Health Care/Private Duty, Inc., an Arizona
corporation, and Care Pros Staffing, Inc, a Texas corporation (each
individually, and referred to collectively as, "GRANTOR"), in favor of MedCap
Partners L.P. (referred to as "GRANTEE").

                                    RECITALS

         WHEREAS, Grantee lent $400,000 (the "Loan") to Grantor on November 29,
2004 in connection with which Grantor has delivered to Grantee a secured
promissory note dated as of the date hereof (the "Note") executed by Grantor in
favor of Grantee in an aggregate principal amount of Four Hundred Thousand
Dollars ($400,000.00); and

         WHEREAS, in order to induce Grantee to make the Loan to Grantor, each
Grantor has agreed to grant a security interest in the Collateral (as defined
below) to Grantee to secure the payment and performance by each Grantor of its
respective obligations under the Note, subject to certain liens and encumbrances
existing as of the date hereof;

         ACCORDINGLY, for good and valuable consideration, the adequacy of which
is hereby acknowledged, the parties agree as follows:

                                    AGREEMENT

         1. DEFINED TERMS. When used in this Security Agreement, the following
terms shall have the following meanings (such meanings being equally applicable
to both the singular and plural forms of the terms defined):

         "COLLATERAL" means all of the right, title and interest of each Grantor
in and to and under all of the following personal property and fixtures (and all
rights therein) of each Grantor, or in which such Grantor has any right,
wherever situated, in each case whether now existing or hereafter from time to
time acquired:

                  a. each and every Account;

                  b. all cash;

                  c. all Chattel Paper (including without limitation all
Tangible Chattel Paper and all Electronic Chattel Paper);

                  d. all Commercial Tort Claims;


                                      -1-
<PAGE>

                  e. all computer programs of Grantor and all intellectual
property rights therein and all other proprietary information of Grantor,
including but not limited to all United States trade secrets and proprietary
information necessary to operate the business of Grantor;

                  f. all contracts between Grantor and one or more additional
parties, together with all rights which Grantor may have under any such
contract, including any and all rights to receive and demand payments under any
or all contracts, any and all rights to receive and compel performance under any
or all contracts and any or all other rights, interests and claims now existing
or in the future arising in connection with any or all contracts;

                  g. all copyrights owned by Grantor, whether United States or
foreign;

                  h. all Equipment;

                  i. all Deposit Accounts and all other demand, deposit, time,
savings, cash management, passbook and similar accounts maintained by Grantor
with any person and all monies, securities, Instruments and other investments
deposited or required to be deposited in any of the foregoing;

                  j. all Documents;

                  k. all General Intangibles;

                  l. all Goods;

                  m. all Instruments;

                  n. all Inventory;

                  o. all Investment Property;

                  p. all Letter-of-Credit Rights (whether or not the respective
letter of credit is evidenced by a writing);

                  q. all right, title and interest in and to any trademarks,
service marks and trade names now held or hereafter acquired by Grantor whether
in the United States or foreign, together with the registrations and right to
all renewals thereof, and the goodwill of the business of Grantor symbolized by
such marks and trade names;

                  r. all patents to which Grantor now or hereafter has any
right, title or interest therein, and any divisions, continuations (including,
but not limited to, continuations-in-part) and improvements thereof, as well as
any application for a patent now or hereafter made by Grantor;

                  s. to the extent permitted to be assigned by the terms thereof
or by any law, all licenses, permits, rights, orders, variances, franchises or
authorizations of or from any governmental authority or agency;


                                      -2-
<PAGE>

                  t. all Software and all Software licensing rights, all
writings, plans, specifications and schematics, all engineering drawings,
customer lists, goodwill and licenses, and all recorded data of any kind or
nature, regardless of the medium of recording;

                  u. all Supporting Obligations; and

                  v. all Proceeds and products of any and all of the foregoing.

All terms in this definition of "Collateral" that are not otherwise defined in
this Security Agreement shall have the meaning provided for such terms in the
UCC as in effect on the date hereof.

         "EVENT OF DEFAULT" means (a) any failure by any Grantor to pay or
perform any of its Secured Obligations after the expiration of any applicable
grace period; (b) the receipt by Grantee at any time after the date hereof of
any report, information or notice indicating that Grantee's security interest is
not prior to all other security interests or other interests (other than the
Permitted Liens) reflected in such report, information or notice; (c) any
material breach by any Grantor of any warranty, representation, or covenant set
forth herein; (d) the commencement by any Grantor of any case, proceeding or
other action relating to such Grantor in bankruptcy or seeking any relief under
any bankruptcy, insolvency, reorganization, liquidation, dissolution or other
similar act or law of any jurisdiction, or the making of a general assignment
for the benefit of creditors by such Grantor or the admission by any Grantor in
writing of its inability to pay its debts generally as they become due; (e) the
commencement against any Grantor of any case, proceeding or other action in
bankruptcy or other similar act or law of any jurisdiction, which involuntary
case or proceeding shall remain unstayed for a period of sixty (60) days; or (f)
the occurrence of any "Event of Default" as defined in the Note.

         "LIEN" means any mortgage, lien, deed of trust, charge, pledge,
security interest or other encumbrance.

         "LOAN DOCUMENTS" means any documents, agreements, and instruments
executed and delivered in connection with the Senior Indebtedness, including,
without limitation, (i) that certain Loan and Security Agreement, dated as of
June 16, 2004, by and among Grantor and Senior Lender, and (ii) that certain
Loan and Security Agreement, dated as of August 31, 2004, by and among Grantor
and Senior Lender.

         "PERMITTED LIENS" means: (a) any Liens existing on the date of this
Security Agreement and set forth on Schedule A attached hereto; (b) Liens for
taxes, fees, assessments or other governmental charges or levies, either not
delinquent or being contested in good faith by appropriate proceedings, provided
the same have no priority over any of Grantee's security interests; and (c)
purchase money security interests, as defined under Article 9 of the UCC.

         "PROCEEDS" means and includes any "PROCEEDS," as such term is defined
in Article 9 of the UCC, now or hereafter owned or acquired or received by any
Grantor or in which any Grantor now holds or hereafter acquires or receives any
right or interest in respect of the Collateral, and shall include, in any event,
any and all (a) cash or other forms of money, currency or funds or other
property of any nature, type or land whatsoever payable to such Grantor from
time to time in respect of any of the Collateral, including upon the sale,


                                      -3-
<PAGE>

lease, license, exchange or other disposition of any of the Collateral; (b)
proceeds of any insurance, indemnity, warranty or guaranty payable to any
Grantor from time to time with respect to any of the Collateral, including by
reason of the loss, nonconformity or interference with the use of, defects or
infringement of rights in, or damage to, any of the Collateral; (c) payments (in
any form whatsoever) made or due and payable to any Grantor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any governmental authority
(or any person acting under color of governmental authority); (d) claims of any
Grantor against third parties arising out of the loss, nonconformity,
interference with the use of, defects or infringements of rights in, or damage
to, any of the Collateral; (e) rights arising out of any of the Collateral; and
(f) other property of any nature, type or kind whatsoever from time to time paid
or payable under or in connection with, collected on, or distributed on account
of, any of the Collateral.

         "SECURED OBLIGATIONS" means (a) the obligations of any Grantor under
the Note, (b) the obligation of any Grantor to pay any fees, costs and expenses
of Grantee under the Note, and (c) the obligation of any Grantor to pay all
reasonable fees, costs and expenses of Grantee under Section 7(c) hereof.

         "SECURITY AGREEMENT" means this Security Agreement and all Schedules
hereto, as the same may from time to time be amended, modified, supplemented or
restated.

         "SENIOR INDEBTEDNESS" means all principal, interest and other
obligations at any time due and owing by Grantor to Senior Lender arising out of
or incurred in connection with the Loan Documents (and any indebtedness which
refinances such principal, interest or other obligations), as modified,
extended, renewed or restated, whether direct or contingent, and whether now
existing or hereafter created. Senior Indebtedness shall include, without
limitation: (i) interest which accrues on the principal amount of the Senior
Indebtedness, and (ii) other obligations arising out of or in connection with
the Loan Documents or other documents executed in favor of Senior Lender in
connection with the Loan Documents, in each instance subsequent to the
commencement of a case under Chapter 11 of the Bankruptcy Code, whether or not
such interest is allowed as a claim in such case.

         "SENIOR LENDER" means Bridge Healthcare Finance, LLC and Bridge
Opportunity Finance, LLC.

         "UCC" means the Uniform Commercial Code as the same may from time to
time be in effect in the State of California (and each reference in this
Security Agreement to an Article thereof (denoted as a Division of the UCC as
adopted and in effect in the State of California) shall refer to that Article
(or Division, as applicable) as from time to time in effect, which in the case
of Article 9 shall include and refer to Revised Article 9 from and after the
date Revised Article 9 shall become effective in the State of California);
PROVIDED, HOWEVER, in the event that, by reason of mandatory provisions of law,
any or all of the attachment, perfection or priority of Grantee's security
interest in any Collateral is governed by the Uniform Commercial Code as in
effect in a jurisdiction other than the State of California, the term "UCC"
shall mean the Uniform Commercial Code (including the Articles thereof) as in
effect at such time in such other jurisdiction for purposes of the provisions
hereof relating to such attachment, perfection or priority and for purposes of
definitions related to such provisions.


                                      -4-
<PAGE>

         2. GRANT OF SECURITY INTEREST. As security for the full, prompt,
complete and final payment and performance when due (whether at stated maturity,
by acceleration or otherwise) of all the Secured Obligations and in order to
induce Grantee to make the Loan to Grantor, each Grantor hereby grants, assigns,
conveys, mortgages, pledges, hypothecates and transfers to Grantee a continuing
security interest in all of its respective right, title and interest in and to
all Collateral of such Grantor, whether now owned or hereafter acquired,
together with all Proceeds of the foregoing and all accessions to, substitutions
and replacements therefor.

         3. SUBORDINATION. Grantee hereby subordinates in right of payment all
of the Secured Obligations to the final payment of all of the Senior
Indebtedness. Grantee hereby agrees that any Liens, security interests, claims
and rights of any kind in favor of, or for the benefit of, Grantee in, to or
against Grantor or Grantor's property shall be junior, subordinate and subject
in all respects to the Liens, security interests, claims and rights against
Grantor and/or Grantor's property of Senior Lender arising from or out of the
Senior Indebtedness, which shall under all circumstances be and remain superior
and prior in right of payment and enforcement to any Liens arising in favor of
Grantee regardless of the order or time as of which any Liens attach to any of
Grantor's property, and notwithstanding the usual application of the priority
provisions of the UCC as in effect in any jurisdiction or any other applicable
law or judicial decision of any jurisdiction, or whether Grantee is perfected
without filing or possession in any part of the Collateral, the order or time of
UCC filings or any other filings or recordings, the order or time of granting of
any such Liens, or the physical possession of any of Grantor's property until
the Loan Documents are terminated in accordance with the terms thereof.

         4. REPRESENTATIONS AND WARRANTIES OF GRANTOR. Subject to Grantor's
obligations to the Senior Lender under the Loan Documents, each Grantor hereby
represents and warrants, on a joint and several basis, to Grantee that:

                  (a) Grantor is a corporation or limited partnership, validly
existing under the laws of the state of its jurisdiction or incorporation or
organization, as applicable. Grantor has the requisite power and all necessary
governmental authority to conduct its business as currently being conducted.
Grantor shall not change its taxpayer identification number, jurisdiction of
incorporation or chief executive office, principal place of business or remove
or cause to be removed, the records concerning the Collateral from the premises
where such records are currently maintained without thirty (30) days' prior
written notice to Grantee.

                  (b) Except for the security interest granted to Grantee under
this Security Agreement and the Permitted Liens, Grantor is the sole legal and
equitable owner or, has the power to transfer each item of the Collateral in
which it purports to grant a security interest hereunder, having good and
marketable title thereto.

                  (c) No effective security agreement, financing statement,
equivalent security or lien instrument or continuation statement covering all or
any part of the Collateral exists, except such as may have been filed by Grantor
in favor of Grantee pursuant to this Security Agreement, and except such as may
have been or shall be filed in connection with the Permitted Liens.

                  (d) This Security Agreement creates a legal and valid security
interest on and in all of the Collateral in which Grantor now has rights and all
filings and other actions necessary or desirable to perfect and protect such


                                      -5-
<PAGE>

security interest have been duly taken. Accordingly, Grantor has undertaken all
necessary action required by it to create a fully perfected security interest
for the benefit of Grantee in all of the Collateral in which such Grantor now
has rights, subject only to the Permitted Liens. This Security Agreement will
create a legal and valid and fully perfected security interest in the Collateral
in which Grantor later acquires rights, when Grantor acquires those rights,
subject only to the Permitted Liens and any additional filings to be made by
Grantee as may be necessary to perfect Grantee's security interest in subsequent
ownership rights.

                  (e) The Collateral is presently located at such address(es)
set forth on Schedule B attached hereto.

         5. [This section intentionally left blank.]

         6. COVENANTS. Subject to each Grantor's obligations to the Senior
Lender under the Loan Documents, each Grantor covenants and agrees with Grantee
that from and after the date of this Security Agreement and until the Secured
Obligations have been performed and paid in full as follows:

                  6.1 DISPOSITION OF COLLATERAL. Other than in the ordinary
course of business, Grantor shall not sell, lease, transfer or otherwise dispose
of any of the Collateral, or attempt or contract to do so. Notwithstanding the
preceding, Grantor may sell, and Grantee agrees to release, upon request of
Grantor, the security interest granted hereunder on and in connection with, any
Collateral; provided that, the net proceeds derived from the sale of the
Collateral shall be paid to the Grantee after payment of any debts or
obligations secured by the Permitted Liens on the Collateral being sold and the
reasonable costs of such a sale such as, without limitation, freight costs and
commissions; and; provided further, that any such sale of Collateral shall be
conducted in an arms' length transaction and for not less than an amount that
reasonably would be considered to be the then fair market value of the
Collateral. A failure by Grantor to apply the proceeds of a sale of any
Collateral in accordance with the provisions of the previous sentence shall be a
breach of this Security Agreement by Grantor.

                  6.2 CHANGE OF JURISDICTION OF ORGANIZATION, RELOCATION OF
BUSINESS OR COLLATERAL. Grantor shall not change its jurisdiction of
organization, relocate its chief executive office, principal place of business
or its records, or allow the relocation of any Collateral from such address(es)
provided to the Grantee pursuant to Section 4(e) above without thirty (30) days'
prior written notice to Grantee.

                  6.3 LIMITATION ON LIENS ON COLLATERAL. Grantor shall not,
directly or indirectly, create, permit or suffer to exist, and shall defend the
Collateral against and take such other action as is necessary to remove, any
Lien on the Collateral, except (a) the Permitted Liens and (b) the Lien granted
to Grantee under this Security Agreement.

                  6.4 INSURANCE. Grantor shall maintain insurance policies
insuring the Collateral against loss or damage from such risks and in such
amounts and forms and with such companies as are customarily maintained by
businesses similar to Grantor's.


                                      -6-
<PAGE>

                  6.5 MAINTENANCE OF RECORDS. Grantor shall keep and maintain at
its own cost and expense satisfactory and complete records of the Collateral.

                  6.6 FURTHER ASSURANCES; PLEDGE OF INSTRUMENTS. At any time and
from time to time, upon the written request of Grantee, and at the sole expense
of Grantor, Grantor shall promptly and duly execute and deliver any and all such
further instruments and documents and take such further action as Grantee may
reasonably deem necessary or desirable to obtain the full benefits of this
Security Agreement. If any amount payable under or in connection with any of the
Collateral is or shall become evidenced by any Instrument, such Instrument,
other than checks and notes received in the ordinary course of business, shall
be duly endorsed in a manner reasonably satisfactory to Grantee and delivered to
Grantee promptly and in any event within five (5) business days of Grantor's
receipt thereof.

         7. RIGHTS AND REMEDIES UPON DEFAULT.

                  (a) Subject to the rights of Senior Lender under the Loan
Documents and Section 3 hereof, after any Event of Default shall have occurred
and while such Event of Default is continuing, Grantee may exercise in addition
to all other rights and remedies granted to it under this Security Agreement and
the Note and under any other instrument or agreement securing, evidencing or
relating to the Secured Obligations, all rights and remedies of a secured party
under the UCC. Without limiting the generality of the foregoing, each Grantor
expressly agrees that in any such event Grantee, without demand of performance
or other demand, advertisement or notice of any kind (except the notice
specified below of time and place of public or private sale) to or upon Grantor
or any other person (all and each of which demands, advertisements and notices
are hereby expressly waived to the maximum extent permitted by the UCC and other
applicable law), may (i) reclaim, take possession, recover, store, maintain,
finish, repair, prepare for sale or lease, shop, advertise for sale or lease and
sell or lease (in the manner provided herein) the Collateral, and in connection
with the liquidation of the Collateral, and (ii) forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and may
forthwith sell, lease, assign, give an option or options to purchase or sell or
otherwise dispose of and deliver said Collateral (or contract to do so), or any
part thereof, in one or more parcels at public or private sale or sales, at any
exchange or broker's board or at any of Grantee's offices or elsewhere at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. To the extent Grantor has the right to do so,
each Grantor authorizes Grantee, on the terms set forth in this Section 7, to
enter the premises where the Collateral is located, to take possession of the
Collateral, or any part of it, and to pay, purchase, contract, or compromise any
encumbrance, charge, or lien which, in the opinion of Grantee, appears to be
prior or superior to its security interest. Grantee shall have the right upon
any such public sale or sales and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of said Collateral so
sold, free of any right or equity of redemption, which equity of redemption
Grantor hereby releases. Each Grantor further agrees, at Grantee's request, to
assemble its Collateral and make it available to Grantee at places which Grantee
shall reasonably select, whether at Grantor's premises or elsewhere. Grantee
shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale as provided in Section 7(d) below, with each
Grantor remaining jointly and severally liable for any deficiency remaining
unpaid after such application, and only after so paying over such net proceeds
and after the payment by Grantee of any other amount required by any provision


                                      -7-
<PAGE>

of law, need Grantee account for the surplus, if any, to Grantor. To the maximum
extent permitted by applicable law, each Grantor waives all claims, damages, and
demands against Grantee arising out of the repossession, retention or sale of
the Collateral. Each Grantor agrees that Grantee need not give more than ten
(10) days' notice of the time and place of any public sale or of the time after
which a private sale may take place and that such notice is reasonable
notification of such matters. Grantor shall remain liable for any deficiency if
the proceeds of any sale or disposition of the Collateral are insufficient to
pay all amounts to which Grantee is entitled from Grantor, Grantor also being
liable for the attorney costs of any attorneys employed by Grantee to collect
such deficiency.

                  (b) Each Grantor agrees that in any sale of any Collateral,
whether at a foreclosure sale or otherwise, Grantee is hereby authorized to
comply with any limitation or restriction in connection with such sale as it may
be reasonably advised by counsel is necessary in order to avoid any violation of
applicable law (including compliance with such procedures as may restrict the
number of prospective bidders and purchasers and require that such prospective
bidders and purchasers have certain qualifications), or in order to obtain any
required approval of the sale or of the purchaser by any governmental authority,
and such Grantor further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall Grantee be liable nor accountable to Grantor for
any discount allowed by the reason of the fact that such Collateral is sold in
compliance with any such limitation or restriction.

                  (c) Grantor also agrees to pay all reasonable fees, costs and
expenses of Grantee, including, without limitation, reasonable attorneys' fees,
incurred in connection with the enforcement of any of its rights and remedies
hereunder.

                  (d) After payment of any debt secured by a Permitted Lien, the
Proceeds of any sale, disposition or other realization upon all or any part of
the Collateral shall be distributed by Grantee in the following order of
priorities:

                  FIRST, to Grantee in an amount sufficient to pay in full the
reasonable costs of Grantee in connection with such sale, disposition or other
realization, including all fees, costs, expenses, liabilities and advances
incurred or made by Grantee in connection therewith, including, without
limitation, reasonable attorneys' fees;

                  SECOND, to Grantee in an amount equal to the then unpaid
Secured Obligations; and

                  FINALLY, upon payment in full of the Secured Obligations, to
Grantor or its representatives, in accordance with the UCC or as a court of
competent jurisdiction may direct.

         8. INDEMNITY. Each Grantor agrees, jointly and severally, to defend,
indemnify and hold harmless Grantee and its officers, employees, and agents
against (a) all obligations, demands, claims, and liabilities claimed or
asserted by any other party in connection with the transactions contemplated by
this Security Agreement and (b) all losses or expenses in any way suffered,
incurred, or paid by Grantee as a result of or in any way arising out of this
Security Agreement and the transactions contemplated thereby (including without


                                      -8-
<PAGE>

limitation, reasonable attorneys fees and expenses), except for losses arising
from or out of Grantee's gross negligence or willful misconduct or violation of
applicable law.

         9. MISCELLANEOUS.

                  9.1 NO WAIVER; CUMULATIVE REMEDIES.

                  (a) Grantee shall not by any act, delay, omission or otherwise
be deemed to have waived any of its respective rights or remedies hereunder, nor
shall any single or partial exercise of any right or remedy hereunder on any one
occasion preclude the further exercise thereof or the exercise of any other
right or remedy.

                  (b) The rights and remedies hereunder provided are cumulative
and may be exercised singly or concurrently, and are not exclusive of any rights
and remedies provided by law.

                  (c) None of the terms or provisions of this Security Agreement
may be waived, altered, modified or amended except by an instrument in writing,
duly executed by Grantor and Grantee.

                  9.2 SUCCESSOR AND ASSIGNS. This Security Agreement and all
obligations of each Grantor hereunder shall be binding upon the successors and
assigns of such Grantor, and shall, together with the rights and remedies of
Grantee hereunder, inure to the benefit of Grantee, any future holder of any of
the indebtedness and their respective successors and assigns. No sales of
participations, other sales, assignments, transfers or other dispositions of any
agreement governing or instrument evidencing the Secured Obligations or any
portion thereof or interest therein shall in any manner affect the lien granted
to Grantee hereunder.

                  9.3 GOVERNING LAW. In all respects, including all matters of
construction, validity and performance, this Security Agreement and the Secured
Obligations arising hereunder shall be governed by, and construed and enforced
in accordance with, the laws of the State of California applicable to contracts
made and performed in such state, without regard to the principles thereof
regarding conflict of laws.

                            [signature pages follow]


                                      -9-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be executed and delivered as of the date first set forth above.


                                      CRDENTIA CORP.


                                      By: /S/ JAMES D. DURHAM

                                      Name: ____________________________________

                                      Title:____________________________________



                                      BAKER ANDERSON CHRISTIE, INC.


                                      By: /S/ JAMES D. DURHAM

                                      Name: ____________________________________

                                      Title:____________________________________



                                      NURSES NETWORK, INC.


                                      By: /S/ JAMES D. DURHAM

                                      Name: ____________________________________

                                      Title:____________________________________


                                      -10-
<PAGE>

                                      NEW AGE STAFFING, INC.


                                      By: /S/ JAMES D. DURHAM

                                      Name: ____________________________________

                                      Title:____________________________________



                                      PSR NURSES, LTD.


                                      By: PSR Nurse Recruiting, Inc.

                                      Its.  General Partner

                                      By: /S/ JAMES D. DURHAM

                                      Name: ____________________________________

                                      Title:____________________________________



                                      PSR NURSE RECRUITING, INC.


                                      By: /S/ JAMES D. DURHAM

                                      Name: ____________________________________

                                      Title:____________________________________



                                      PSR NURSES HOLDINGS CORP.


                                      By: /S/ JAMES D. DURHAM

                                      Name: ____________________________________

                                      Title:____________________________________


                                      -11-
<PAGE>

                                     CRDE CORP.


                                     By: /S/ JAMES D. DURHAM

                                     Name: ____________________________________

                                     Title:____________________________________



                                     ARIZONA HOME HEALTH CARE/PRIVATE DUTY, INC.


                                     By: /S/ JAMES D. DURHAM

                                     Name: ____________________________________

                                     Title:____________________________________



                                     CARE PROS STAFFING, INC.


                                     By: /S/ JAMES D. DURHAM

                                     Name: ____________________________________

                                     Title:____________________________________


                                      -12-
<PAGE>

ACCEPTED AND ACKNOWLEDGED BY:

MEDCAP PARTNERS L.P.
BY:  MEDCAP MANAGEMENT
      & RESEARCH LLC
ITS:  GENERAL PARTNER


By: /s/ C. Fred Toney
    -----------------
Name:  C. Fred Toney
Title:    Managing Member


                                      -13-
<PAGE>

                                   SCHEDULE A

                                 PERMITTED LIENS


All existing liens of Grantor of record as of November 29, 2004.


                                      A-1
<PAGE>

<TABLE>
                                                  SCHEDULE B

                                            LOCATION OF COLLATERAL


                       ENTITY                                                   ADDRESS
<S>                                                       <C>
                   Crdentia Corp.                         14114 Dallas Parkway, Suite 600, Dallas, Texas 75254

            Baker Anderson Christie, Inc.                 14114 Dallas Parkway, Suite 600, Dallas, Texas 75254

                Nurses Network, Inc.                      14114 Dallas Parkway, Suite 600, Dallas, Texas 75254

               New Age Staffing, Inc.                     14114 Dallas Parkway, Suite 600, Dallas, Texas 75254

                  PSR Nurses, Ltd.                        14114 Dallas Parkway, Suite 600, Dallas, Texas 75254

             PSR Nurse Recruiting, Inc.                   14114 Dallas Parkway, Suite 600, Dallas, Texas 75254

              PSR Nurses Holdings Corp.                   14114 Dallas Parkway, Suite 600, Dallas, Texas 75254

                     CRDE Corp.                           14114 Dallas Parkway, Suite 600, Dallas, Texas 75254

     Arizona Home Health Care/Private Duty, Inc.          5829 North 7th Street, Suite 1E, Phoenix, AZ 85014
                                                          5151 E. Broadway, Suite 1530, Tucson, AZ 85711

              Care Pros Staffing, Inc.                    3000 S. 31st St., Suite 300, Temple, TX 76502
                                                          808 S. College St., Suite 122, McKinney, TX 75069


                                                      B-1
</TABLE>

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