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<TEXT>

                                  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): MARCH 28, 2005


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


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

                         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.

Amendment No. 1, Joinder and Consent to Amended and Restated Loan and
Security Agreement - Revolving Loans

      On March 29, 2005, Crdentia Corp. (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. ("CPS"), HIP Holding, Inc. ("HIP"), Health Industry
Professionals, L.LC. ("HIP LLC"), Travmed USA, Inc. ("Travmed"), and Bridge
Healthcare Finance, LLC ("Bridge") entered into Amendment No. 1, Joinder and
Consent to Amended and Restated Loan and Security Agreement - Revolving Loans
(the "Amendment No. 1").  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 Recruiting is the
sole limited partner of PSR, Ltd.  AHHC, CPS, HIP and Travmed are
wholly-owned subsidiaries of CRDE.  HIP is the sole member of HIP LLC.
Baker, New Age, Nurses, PSR, Ltd., PSR Recruiting, PSR Holdings, CRDE, AHHC,
CPS, HIP, HIP LLC and Travmed are sometimes collectively referred to herein
as the "Crdentia Subsidiaries."

      The Amendment No. 1 reduces the maximum loan amount available under the
Amended and Restated Loan and Security Agreement - Revolving Loans, entered on
November 30, 2004 (but effective as of August 31, 2004) by and between Crdentia,
Baker, New Age, Nurses, PSR, Ltd., PSR Recruiting, PSR Holdings, CRDE, AHHC and
Care Pros, from $15 million to $10 million. The Amendment No. 1 is filed with
this report on Form 8-K as Exhibit 10.28.

      In connection with Amendment No. 1, the Company and the Crdentia
Subsidiaries executed an Amended and Restated Revolving Note, in the maximum
principal amount of $10,000,000, in favor of BHF (the "Revolving Note"). The
Revolving Note includes events of default (with grace periods, as applicable)
and provides that, upon the occurrence of certain events of default, payment of
all amounts payable under the Revolving Note may be accelerated. In addition,
upon the occurrence of certain insolvency or bankruptcy related events of
default, all amounts payable under the Revolving Note shall automatically become
immediately due and payable. The Revolving Note is filed with this report on
Form 8-K as Exhibit 4.19.

      The description of the transaction set forth above and elsewhere in this
report is qualified in its entirety by reference to (i) the Amendment No. 1
filed as Exhibit 10.28 to this report on Form 8-K and (ii) the Revolving Note
filed as Exhibit 4.19 to this report on Form 8-K.

Amendment No. 2, Joinder and Consent to Loan and Security Agreement - Term Loan

      On March 29, 2005, the Company, the Crdentia Subsidiaries and Bridge
Opportunity Finance, LLC ("BOF") entered into an Amendment No. 2, Joinder and
Consent to Loan and Security Agreement - Term Loan (the "Amendment No. 2").

      Among other things, the Amendment No. 2 adds HIP, HIP LLC and Travmed as
parties to the Loan and Security Agreement - Term Loan, entered on August 31,
2004 by and between BOF, the Company, Baker, New Age, Nurses, PSR, Ltd., PSR
Recruiting, PSR Holdings, CRDE, AHHC and CPS. The Amendment No. 2 is filed with
this report on Form 8-K as Exhibit 10.29.

      In connection with Amendment No. 2, the Company and the Crdentia
Subsidiaries executed an Amended and Restated Term Note, in the maximum
principal amount of $10,000,000, in favor of BOF (the "Term Note"). The Term
Note includes events of default (with grace periods, as applicable) and provides
that, upon the occurrence of certain events of default, payment of all amounts
payable under the Term Note may be accelerated. In addition, upon the occurrence
of certain insolvency or bankruptcy related events of default, all amounts
payable under the Term Note shall automatically become immediately due and
payable. The Term Note is filed with this report on Form 8-K as Exhibit 4.20.


<PAGE>


      The description of the transaction set forth above and elsewhere in this
report is qualified in its entirety by reference to (i) the Amendment No. 1
filed as Exhibit 10.28 to this report on Form 8-K and (ii) the Term Note filed
as Exhibit 4.20 to this report on Form 8-K.

Travmed Agreement

      On March 28, 2005, the Company, CRDE, Travmed Acquisition Corporation,
Travmed and the shareholders of Travmed entered into an Agreement and Plan of
Reorganization (the "Travmed Agreement"). The Travmed Agreement provides that
upon the Effective Time (as defined therein) Travmed Acquisition Corporation
shall be merged with and into Travmed. The merger was completed on March 29,
2005 and is described in further detail below in Item 2.01, Completion of
Acquisition or Disposition of Assets - Travmed. The Travmed Agreement is filed
with this report on Form 8-K as Exhibit 10.30.

      The description of the transaction set forth above and elsewhere in this
report is qualified in its entirety by reference to the Travmed Agreement filed
as Exhibit 10.30 to this report on Form 8-K.

HIP Agreement

      On March 28, 2005, the Company, HIP Acquisition Corporation, HIP and the
shareholders of HIP entered into an Agreement and Plan of Reorganization (the
"HIP Agreement"). The HIP Agreement provides that upon the Effective Time (as
defined therein) HIP shall be merged with and into HIP Acquisition Corporation.
The merger was completed on March 29, 2005 and is described in further detail
below in Item 2.01, Completion of Acquisition or Disposition of Assets - HIP.
The HIP Agreement is filed with this report on Form 8-K as Exhibit 10.31.

      The description of the transaction set forth above and elsewhere in this
report is qualified in its entirety by reference to the HIP Agreement filed as
Exhibit 10.31 to this report on Form 8-K.

Issuance of Series C Preferred Stock and Entry into Letter Agreement

      As described in further detail below under Item 3.02, Unregistered Sales
of Equity Securities, on August 31, 2004 the Company issued 108,334 shares of
Series C Preferred Stock to MedCap Partners L.P. ("MedCap") pursuant to the
exercise of outstanding warrants. 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. In connection with the Company's issuance of the
shares of Series C Preferred Stock, the Company entered into a letter agreement
(the "Letter Agreement") with MedCap pursuant to which MedCap was granted
certain registration and other rights. The Letter Agreement is filed with this
report on Form 8-K as Exhibit 4.16.

      The description of the transaction set forth above and elsewhere in this
report is qualified in its entirety by reference to the Letter Agreement filed
as Exhibit 4.16 to this report on Form 8-K.

ITEM 2.01   COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

Travmed

      On March 29, 2005, the Company, CRDE, Travmed Acquisition Corporation,
Travmed and the shareholders of Travmed completed the merger of Travmed
Acquisition Corporation with and into Travmed pursuant to the terms of the
Travmed Agreement.

      In connection with the merger, all outstanding shares of capital stock of
Travmed were converted into the right to receive a ratable portion of the merger
consideration. The aggregate merger consideration consisted of (i) $3,215,490 in
cash, which amount was paid equally among the shareholders of Travmed at
closing, and (ii) $3,215,490 in convertible subordinated promissory notes. The
Company funded the cash portion of the merger consideration pursuant to the


<PAGE>


issuance of shares of Series C Preferred Stock pursuant to the exercise of
outstanding warrants described below under Item 3.02, Unregistered Sales of
Equity Securities. The consideration for and the other terms and conditions of
the merger were determined by arms-length negotiations between the Company and
Travmed.

      In addition, the Travmed Agreement provides that the Company shall issue
shares of common stock to the shareholders of Travmed in the event that (i) the
revenue generated from the operations of Travmed during the twelve (12) month
period ended March 31, 2006 exceeds the revenue generated during the twelve (12)
month period ended March 31, 2005, and (ii) the revenue generated from the
operations of Travmed during the twelve (12) month period ended March 31, 2007
exceeds the revenue generated during the twelve (12) month period ended March
31, 2006. Pursuant to the Travmed Agreement, the Company and the shareholders of
Travmed agreed to enter into a Registration Rights Agreement related to such
shares. The Registration Rights Agreement is filed with this Report on Form 8-K
as Exhibit 4.17.

      On March 29, 2005, the Company issued a press release regarding the
closing of the merger which is attached as Exhibit 99.1 to this report.

HIP

      On March 29, 2005, the Company, HIP Acquisition Corporation, HIP and the
shareholders of HIP completed the merger of HIP with and into HIP Acquisition
Corporation pursuant to the terms of the HIP Agreement.

      In connection with the merger, all outstanding shares of capital stock of
HIP were converted into the right to receive a ratable portion of the merger
consideration. The aggregate merger consideration consisted of (i) $1,350,900 in
cash, which amount was paid equally among the shareholders of HIP at closing,
and (ii) $2,601,600 in common stock of the Company, which amount was distributed
equally among the shareholders of HIP at closing (such issuance is described in
further detail below under Item 3.02, Unregistered Sales of Equity Securities).
The Company funded the cash portion of the merger consideration pursuant to the
issuance of shares of Series C Preferred Stock pursuant to the exercise of
outstanding warrants described below under Item 3.02, Unregistered Sales of
Equity Securities. The consideration for and the other terms and conditions of
the merger were determined by arms-length negotiations between the Company and
HIP.

      On March 30, 2005, the Company issued a press release regarding the
closing of the merger which is attached as Exhibit 99.2 to this report.

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

Travmed Convertible Subordinated Promissory Notes

      Pursuant to the Travmed Agreement referenced above in Item 1.01 and Item
2.01, on March 29, 2005 the Company issued $3,215,490 in aggregate principal
amount of convertible subordinated promissory notes to the shareholders of
Travmed. Interest accrues under the notes at a rate equal to 7.75% per annum.
The notes provide for (i) monthly payments of accrued interest beginning in
April 2005 and ending in September 2005, and (ii) monthly payments of amortized
principal plus accrued interest beginning in October 2005 and ending in March
2008. The outstanding principal under the notes may be converted at any time
into shares of the Company's common Stock at a conversion price of $2.06 per
share. The notes include events of default (with grace periods, as applicable)
and provide that, upon the occurrence of certain events of default, payment of
all amounts payable under the notes may be accelerated. In addition, upon the
occurrence of certain insolvency or bankruptcy related events of default, all
amounts payable under the notes shall automatically become immediately due and
payable. The form of convertible subordinated promissory note is filed with this
report on Form 8-K as Exhibit 4.18.


<PAGE>


      The description of the transaction set forth above and elsewhere in this
report is qualified in its entirety by reference to the form of convertible
subordinated promissory note filed as Exhibit 4.18 to this report on Form 8-K.

Amendment No. 1

      As described in further detail above Item 1.01, Entry into a Material
Definitive Agreement, on March 29, 2005 the Company and the Crdentia
Subsidiaries entered into Amendment No. 1 with BHF and executed the Revolving
Note in favor of BHF. The disclosures made above regarding Amendment No. 1 and
the Revolving Note are incorporated herein to the extent applicable.

Amendment No. 2

      As described in further detail above Item 1.01, Entry into a Material
Definitive Agreement, on March 29, 2005 the Company and the Crdentia
Subsidiaries entered into Amendment No. 2 with BOF and executed the Term Note in
favor of BOF. The disclosures made above regarding Amendment No. 2 and the Term
Note are incorporated herein to the extent applicable.

ITEM 3.02   UNREGISTERED SALES OF EQUITY SECURITIES.

Series C Preferred Stock

      In connection with the exercise of outstanding warrants to purchase shares
of Series C Preferred Stock, on March 29, 2005, the Company issued 108,334
shares of Series C Preferred Stock at a cash price per share of $60.00 to
MedCap. The consideration for such shares of Series C Preferred Stock consisted
of cash in the amount of $5,034,998.90 and the termination of outstanding notes
issued by the Company to MedCap with an outstanding principal amount of
$1,450,000 and accrued and unpaid interest of $15,041.10.

      The shares of Series C Preferred Stock issued on March 29, 2005 are
initially convertible into 10,833,400 shares of the Company's Common Stock. The
rights, preferences and privileges of the Series C Preferred Stock are set forth
in the Certificate of Designations, Preferences and Rights of Series C Preferred
Stock, a copy of which was filed as Exhibit 4.1 to the report on Form 8-K filed
by the Company on September 7, 2004.

      As described in further detail above under Item 1.01, Entry Into a
Material Definitive Agreement, the Company entered into the Letter Agreement in
connection with the March 29, 2005 issuance of Series C Preferred Stock to
MedCap.

Issuance of Common Stock Pursuant to HIP Agreement.

      Pursuant to the HIP Agreement referenced above in Item 1.01 and Item 2.01,
on March 29, 2005 the Company issued 1,283,684 shares of common stock to the
shareholders of HIP.

Exemption from Registration

      The shares of Series C Preferred Stock (including any shares of capital
stock issuable upon conversion of such shares) and the shares of Common Stock
issued to the shareholders of HIP, were issued pursuant to an exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended
and/or Regulation D promulgated under the Securities Act of 1933. The issuances
were made without general solicitation or advertising.

ITEM 8.01   OTHER EVENTS

      Effective as of March 29, 2005, the Company issued (i) 1,250,000 shares of
Common Stock in connection with the automatic conversion of 3,750,000 shares of
Series B Preferred Stock; and (ii) 9,304,000 shares of Common Stock in


<PAGE>


connection with the automatic conversion of 93,040 shares of Series B-1
Preferred Stock. All such conversions were effected pursuant to the provisions
of the Company's Amended and Restated Certificate of Incorporation and the
Certificate of Designations, Preferences and Rights of each respective series of
Preferred Stock.

      In connection with the conversions described above, (i) 1,250,000 shares
of Common Stock were issued to MedCap, and (ii) 416,600 shares of Common Stock
were issued to James D. Durham, the Company's Chairman and Chief Executive
Officer.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

      (a) Financial Statements of Businesses Acquired.

      The financial statements required to be filed pursuant to Item 9.01(a) of
Form 8-K will be filed on a report on Form 8-K/A as soon as practicable, but in
no event later than 71 calendar days from the date this initial report on Form
8-K was required to be filed.

      (b) Pro Forma Financial Information.

      The pro forma financial information required to be filed pursuant to Item
9.01(a) of Form 8-K will be filed on a report on Form 8-K/A as soon as
practicable, but in no event later than 71 calendar days from the date this
initial report on Form 8-K was required to be filed.

      (c)   Exhibits.

      EXHIBIT NO. DESCRIPTION
      ----------- --------------------------------------------------------------
      4.16        Letter Agreement dated March 29, 2005 by and among
                  Crdentia Corp. and MedCap Partners L.P.

      4.17        Registration Rights Agreement by and among Crdentia
                  Corp. and the shareholders of Travmed USA, Inc.

      4.18        Form of Convertible Subordinated Promissory Note

      4.19        Amended and Restated Revolving Note, in the maximum
                  principal amount of $10,000,000, dated March 29, 2005,
                  executed 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., Care Pros Staffing, Inc., HIP
                  Holding, Inc., Health Industry Professionals, L.L.C.,
                  and Travmed USA, Inc. in favor of Bridge Healthcare
                  Finance, LLC.

      4.20        Amended and Restated Term Note, in the maximum
                  principal amount of $10,000,000, dated March 29, 2005,
                  executed 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., Care Pros Staffing, Inc., HIP
                  Holding, Inc., Health Industry Professionals, L.L.C.,
                  and Travmed USA, Inc. in favor of Bridge Opportunity
                  Finance, LLC.

      10.28       Amendment No. 1, Joinder and Consent to Amended and
                  Restated Loan and Security Agreement - Revolving
                  Loans, dated March 29, 2005 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., HIP Holding, Inc.,
                  Health Industry Professionals, L.L.C., Travmed USA,


<PAGE>

                  Inc. and Bridge Healthcare Finance, LLC.

      10.29       Amendment No. 2, Joinder and Consent to Loan and
                  Security Agreement - Term Loan, dated March 29, 2005
                  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., HIP
                  Holding, Inc., Health Industry Professionals, L.L.C.,
                  Travmed USA, Inc. and Bridge Opportunity Finance, LLC.

      10.30       Agreement and Plan of Reorganization, dated as of March 28,
                  2005, by and among Crdentia Corp., CRDE Corp., Travmed
                  Acquisition Corporation, Travmed USA, Inc. and the
                  shareholders of Travmed USA, Inc. Certain schedules and
                  exhibits referenced in the Agreement and Plan of
                  Reorganization have been omitted in accordance with Item
                  601(b)(2) of Regulation S-B. A copy of the omitted schedule
                  and/or exhibit will be furnished supplementally to the
                  Securities and Exchange Commission upon request.

      10.31       Agreement and Plan of Reorganization, dated as of March 28,
                  2005, by and among Crdentia Corp., HIP Acquisition
                  Corporation, HIP Holding, Inc. and the shareholders of HIP
                  Holding, Inc. Certain schedules and exhibits referenced in the
                  Agreement and Plan of Reorganization have been omitted in
                  accordance with Item 601(b)(2) of Regulation S-B. A copy of
                  the omitted schedule and/or exhibit will be furnished
                  supplementally to the Securities and Exchange Commission upon
                  request.

      99.1        Press Release of Crdentia Corp. dated March 29, 2005.

      99.2        Press Release of Crdentia Corp. dated March 30, 2005.


<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.


April 1, 2005                       By:        /s/ James D. Durham
                                         -------------------------------
                                                James D. Durham
                                            Chief Executive Officer


<PAGE>


                                EXHIBIT INDEX


      EXHIBIT NO. DESCRIPTION
      ----------- --------------------------------------------------------------
      4.16        Letter Agreement dated March 29, 2005 by and among Crdentia
                  Corp. and MedCap Partners L.P.

      4.17        Registration Rights Agreement by and among Crdentia Corp. and
                  the shareholders of Travmed USA, Inc.

      4.18        Form of Convertible Subordinated Promissory Note

      4.19        Amended and Restated Revolving Note, in the maximum principal
                  amount of $10,000,000, dated March 29, 2005, executed 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., Care Pros
                  Staffing, Inc., HIP Holding, Inc., Health Industry
                  Professionals, L.L.C., and Travmed USA, Inc. in favor of
                  Bridge Healthcare Finance, LLC.

      4.20        Amended and Restated Term Note, in the maximum principal
                  amount of $10,000,000, dated March 29, 2005, executed 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., Care Pros
                  Staffing, Inc., HIP Holding, Inc., Health Industry
                  Professionals, L.L.C., and Travmed USA, Inc. in favor of
                  Bridge Opportunity Finance, LLC.

      10.28       Amendment No. 1, Joinder and Consent to Amended and Restated
                  Loan and Security Agreement - Revolving Loans, dated March
                  29, 2005 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., HIP Holding, Inc.,
                  Health Industry Professionals, L.L.C., Travmed USA, Inc. and
                  Bridge Healthcare Finance, LLC.

      10.29       Amendment No. 2, Joinder and Consent to Loan and Security
                  Agreement - Term Loan, dated March 29, 2005 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., HIP Holding, Inc., Health Industry
                  Professionals, L.L.C., Travmed USA, Inc. and Bridge
                  Opportunity Finance, LLC.

      10.30       Agreement and Plan of Reorganization, dated as of March 28,
                  2005, by and among Crdentia Corp., CRDE Corp., Travmed
                  Acquisition Corporation, Travmed USA, Inc. and the
                  shareholders of Travmed USA, Inc. Certain schedules and
                  exhibits referenced in the Agreement and Plan of
                  Reorganization have been omitted in accordance with Item
                  601(b)(2) of Regulation S-B. A copy of the omitted schedule
                  and/or exhibit will be furnished supplementally to the
                  Securities and Exchange Commission upon request.

      10.31       Agreement and Plan of Reorganization, dated as of March 28,
                  2005, by and among Crdentia Corp., HIP Acquisition
                  Corporation, HIP Holding, Inc. and the shareholders of HIP
                  Holding, Inc. Certain schedules and exhibits referenced in the
                  Agreement and Plan of Reorganization have been omitted in
                  accordance with Item 601(b)(2) of Regulation S-B. A copy of
                  the omitted schedule and/or exhibit will be furnished
                  supplementally to the Securities and Exchange Commission upon
                  request.


<PAGE>


      99.1        Press Release of Crdentia Corp. dated March 29, 2005.

      99.2        Press Release of Crdentia Corp. dated March 30, 2005.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.16
<SEQUENCE>2
<FILENAME>v015466_ex4-16.txt
<TEXT>
                                                                    Exhibit 4.16

                                 CRDENTIA CORP.
                          14114 DALLAS PKWY, SUITE 600
                               DALLAS, TEXAS 75254

                                 March 29, 2005


MedCap Partners L.P.
500 Third Street, Suite 535
San Francisco, CA 94107
Attn:  C. Fred Toney

Dear Mr. Toney:

      This letter agreement (this "Letter Agreement") reflects certain
understandings by and between Crdentia Corp. (the "Company") and MedCap Partners
L.P. ("MedCap") in connection with MedCap's exercise of warrants to purchase
108,334 shares of the Company's Series C Preferred Stock (the "Financing").

1.    Attorney Fees. The Company hereby acknowledges and agrees that it will pay
reasonable attorney's fees and expenses incurred by MedCap in connection with
the Financing, including any such reasonable fees in connection with MedCap's
filing of a Schedule 13D related to the Financing.

2.    Registration Rights.

      (a).   The Company hereby acknowledges and agrees that it will, within
thirty (30) days of the closing of the Financing (the "Closing") file a
registration statement with the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended, covering the resale of all MedCap
Shares (as defined below), and use its reasonable efforts to have such
registration statement declared effective by the SEC within ninety (90) days of
the Closing. For purposes of this Letter Agreement, "MedCap Shares" means (i)
all shares of outstanding Common Stock of the Company held by MedCap immediately
following the Closing (including the shares of Common Stock issued to MedCap
pursuant to Section 3 of this Letter Agreement and the shares of Common Stock
issued to MedCap in connection with the conversion of the Company's outstanding
Series B Preferred Stock), and (ii) the Common Stock of the Company issued or
issuable to MedCap pursuant to conversion of the Series C Preferred Stock of the
Company held by MedCap immediately following the Closing and (iii) the
Registrable Warrant Shares (as defined below). For purposes of this Letter
Agreement, "Registrable Warrant Shares" shall mean shares of Common Stock of the
Company issuable to MedCap pursuant to the conversion of Series B-1 or Series C
Preferred Stock of the Company that may be acquired by MedCap upon the exercise
of any outstanding warrant for shares of the Company's Series B-1 or Series C
Preferred Stock held by MedCap immediately following the Closing; provided that,
such shares of Common Stock are eligible to be registered for resale pursuant to
the SEC registration statement form (e.g., Form S-2 or Form S-3) on which the
Company decides to register


<PAGE>


                                                                    Exhibit 4.16

the MedCap Shares listed in items (i) and (ii) of the previous sentence at the
time that the MedCap Shares listed in items (i) and (ii) are registered for
resale.

      (b).   The Company and MedCap agree that their respective obligations with
respect to the registration to be effected pursuant to Section 2(a) of this
Letter Agreement shall be identical, to the extent applicable, to those set
forth in Sections 1.4, 1.5, 1.9, 1.12 and 1.13 (including any applicable defined
terms that may be elsewhere defined) of that certain Amended and Restated
Registration Rights Agreement dated August 31, 2004 by and between the Company,
MedCap and the other investors listed on Schedule A thereto (the "Registration
Rights Agreement"). Such sections of the Registration Rights Agreement are
hereby incorporated herein by reference, to the extent applicable; provided
that, the term "Holder" or "Holders" as used in such incorporated provisions
shall mean MedCap. All expenses (other than underwriting discounts and
commissions, stock transfer taxes and fees of counsel to MedCap in excess of
$15,000) incurred in connection with the registration set forth in this Section
2, including (without limitation) all federal or state registration, filing and
qualification fees, printers' and accounting fees and fees and disbursements of
counsel for the Company, shall be borne by the Company. The Company shall pay up
to an aggregate of $15,000 of MedCap's legal fees in connection with the
registration. If MedCap at any time intends to distribute all or a part of the
MedCap Shares covered by the registration statement filed pursuant to this
Section 2 by means of an underwriting, it shall so advise the Company and the
Company and MedCap shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected by the Company and MedCap. The
Company agrees to file any amendments or supplements to the registration
statement in order to permit any underwritten offering.

      (c).   Pursuant to Section 2.8 of the Registration Rights Agreement, the
Company and MedCap hereby amend and restate Section 1.1(g) of the Registration
Rights Agreement in its entirety as set forth on Exhibit A hereto. The granting
to MedCap of the registration rights set forth in this Letter Agreement, shall
not reduce the number of times that any of the parties to the Registration
Rights Agreement shall have the right to require the Company to register any
securities pursuant to the Registration Rights Agreement or otherwise affect any
other rights that are granted pursuant to the Registration Rights Agreement.

3.    Common Stock Issuance. In consideration for MedCap extending, through the
Closing, the maturity of certain indebtedness owed by the Company, the Company
agrees to issue to MedCap, 77,751 shares of Common Stock. Following the Closing,
the Company shall promptly instruct its transfer agent to issue to MedCap a
stock certificate representing such shares of Common Stock. The Company hereby
represents and warrants that the payment for such shares of Common Stock shall
be adequate consideration and such shares, when issued, will be fully paid and
non-assessable.

4.    Audit Committee Financial Expert. The Company agrees that it shall, in
connection with the Closing, designate an audit committee financial expert (as
such term is defined in the rules of the SEC).


<PAGE>


                                                                    Exhibit 4.16

5.    Miscellaneous
      -------------

      (a).   This Letter Agreement shall be governed by and construed under the
laws of the State of Delaware as applied to agreements among Delaware residents
entered into and to be performed entirely within Delaware.

      (b).   This Letter Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

      (c).   This Letter Agreement constitutes the full and entire understanding
and agreement between the parties with regard to the subjects hereof.

      (d).   Except as expressly amended, restated or consented to in this
Letter Agreement, the Registration Rights Agreement shall continue in full force
and effect.

      (e).   The consideration for the exercise of the warrants to purchase
108,334 shares of the Company's Series C Preferred Stock shall consist of cash
in the amount of $5,034,998.90 (to be paid by wire transfer) and the termination
of notes issued by the Company to MedCap with a principal outstanding amount of
$1,450,000 and accrued interest of $15,041.10.

      (f).   Notwithstanding any conversion of Series B-1 Preferred Stock into
shares of Common Stock by the holders of the Series B-1 Preferred Stock in
connection with the Financing, the warrant which MedCap holds that is
convertible into 6,000 shares of Series B-1 Preferred Stock shall remain
outstanding and after the Closing will continue to be exercisable for shares of
Series B-1 Preferred Stock.

      (g).   The Company represents and warrants that, in connection with the
Closing, all of the outstanding shares of Series B and B-1 Preferred Stock of
the Company will be converted into shares of the Company's Common Stock in
accordance with the terms of the notice of meeting provided to the holders of
Series B and Series B-1 Preferred Stock.



                           [SIGNATURE PAGE FOLLOWS]


<PAGE>


                                                                    Exhibit 4.16

                                         Very truly yours,

                                          CRDENTIA CORP.

                                          By:   /s/ James D. Durham
                                                -------------------
                                                James D. Durham,
                                          Its:  Chief Executive Officer

ACKNOWLEDGED AND AGREED

MEDCAP PARTNERS L.P.
By:   MedCap Management & Research LLC
Its:  General Partner

      By:   /s/ C. Fred Toney
            -----------------
            C. Fred Toney
      Its:  Managing Member


<PAGE>


                                                                    Exhibit 4.16

                                    EXHIBIT A
                                    ---------
         "(g)    The term "Registrable Securities" means (i) the Common Stock of
the Company (the "Common Stock") issued to the Investors listed on Schedule A
attached hereto pursuant to conversion of the Series C Preferred Stock of the
Company or the Series A Preferred Stock of the Company, as the case may be, (ii)
the Common Stock issued upon conversion of the Series C Preferred Stock of the
Company and the Series B-1 Preferred Stock of the Company issued to the
Investors listed on Schedule A upon exercise of the Warrants, and (iii) any
Common Stock issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of the shares
referenced in (i) or (ii) above, excluding in all cases, however, (y) any
Registrable Securities sold by a person in a transaction in which his rights
under this Section 1 are not assigned pursuant to the terms of this Agreement,
and (z) any Registrable Securities registered under the Act pursuant to that
certain Letter Agreement dated March 29, 2005 by and among the Company and
MedCap Partners L.P."
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.17
<SEQUENCE>3
<FILENAME>v015466_ex4-17.txt
<TEXT>
                                                                    EXHIBIT 4.17

                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of March
29, 2005 by and among Crdentia Corp., a Delaware corporation (the "Company"),
and the investors listed on Schedule A hereto (individually, an "Investor" and
collectively, the "Investors").

                                    RECITALS:

      A. The Company, CRDE Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company, TRAVMED ACQUISITION CORPORATION, a North Carolina
corporation, and TRAVMED USA, INC., a North Carolina corporation, are parties to
an Agreement and Plan of Reorganization dated March 28, 2005 (the "Merger
Agreement"); and


      B. In order to induce the parties to the Merger Agreement to consummate
the transactions contemplated thereby, the Investors and the Company hereby
agree that this Agreement, among other things, shall govern the rights of the
Investors to cause the Company to register shares of Common Stock of the Company
issuable to the Investors.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement and the Merger
Agreement, the parties hereto agree as follows:

      1.    Registration Rights. The Company covenants and agrees as follows:
            -------------------

            1.1   Definitions. For purposes of this Agreement:

                  (a)   The term "Act" means the Securities Act of 1933, as
                        amended.

                  (b)   The term "Form S-2" means such form under the Act as in
effect on the date hereof or any registration form under the Act subsequently
adopted by the SEC which permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC.

                  (c)   The term "Form S-3" means such form under the Act as in
effect on the date hereof or any registration form under the Act subsequently
adopted by the SEC which permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC.

                  (d)   The term "Holder" means any person owning or having the
right to acquire Registrable Securities or any assignee thereof in accordance
with Section 1.10 hereof.

                  (e)   The term "1934 Act" shall mean the Securities Exchange
Act of 1934, as amended.


                                       1
<PAGE>


                  (f)   The term "register," "registered," and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Act, and the declaration or
ordering of effectiveness of such registration statement or document.

                  (g)   The term "Registrable Securities" means (i) the Common
Stock of the Company issued to the Investors pursuant to the terms of the Merger
Agreement and (ii) any Common Stock of the Company issued as (or issuable upon
the conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange for
or in replacement of the shares referenced in (i) above, excluding in all cases,
however, any Registrable Securities sold by a person in a transaction in which
his rights under this Section 1 are not assigned pursuant to the terms of this
Agreement.

                  (h)   The number of shares of "Registrable Securities then
outstanding" shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities.

                  (i)   The term "SEC" shall mean the Securities and Exchange
Commission.

            1.2   Requested Registration.

            (a)   Request for Registration. If, at any time following the
issuance of Registrable Securities to the Investors, the Company shall receive
from one or more Holders a written request that the Company file a registration
statement in accordance with the Act covering the registration on a continuous
basis pursuant to Rule 415 under the Act, or any successor rule or regulation
("Rule 415") of all or part of the Registrable Securities then held by such
Holders, the Company shall:

                  (i)   promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders;
and

                  (ii)  use commercially reasonable efforts to, as soon as
practicable, effect the registration of all such Holders' Registrable Securities
as are specified in such request, together with such portion of the Registrable
Securities of any other Holder or Holders joining in such request as are
specified in a written notice given within fifteen (15) days after receipt of
written notice from the Company; provided, however, that the Company shall not
be obligated to take any action to effect any such registration pursuant to this
Section 1.2, (A) after the Company has effected one (1) registration under this
Section 1.2, (B) if Form S-2 or Form S-3 is not available for such offering by
the Holders, (C) if the Company shall furnish to the Holders a certificate
signed by the President or Chief Executive Officer of the Company stating that
in the good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders for such registration
to be effected at such time, in which event the Company shall have the right to
defer the filing of the registration statement for a period of not more than
ninety (90) days after receipt of the request of the Holder under this Section
1.2; or (D) in any particular jurisdiction in which the Company would be


                                        2
<PAGE>


required to qualify to do business or to execute a general consent to service of
process in effecting such registration, qualification or compliance.

                  (b)   Registration Statements. Any registration statement
filed pursuant to this Section 1.2 shall be on Form S-3, or if Form S-3 is not
available, Form S-2.

                  (c)   Underwriting. If the Holders at any time intend to
distribute all or a part of the Registrable Securities covered by the
registration statement filed pursuant to this Section 1.2 by means of an
underwriting, they shall so advise the Company and the Company shall promptly
notify the other Holders of such underwriting. The Company (together with all
Holders proposing to distribute their securities pursuant to the underwriting)
shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected by the Company. Notwithstanding any other
provision of this Section 1.2, if the underwriter advises the Holders in writing
that marketing factors require a limitation of the number of shares to be
underwritten, then the Holders requesting the underwriting shall so advise all
Holders of Registrable Securities, and the number of shares included in the
underwriting shall be allocated among the Holders of Registrable Securities
requesting registration in proportion, as nearly as practicable, to the total
number of Registrable Securities held by such Holders at the time of the request
for an underwriting. If any Holder disapproves of the terms of the underwriting,
such Holder may elect to withdraw from such underwritten offering by written
notice to the Company, the underwriter and the other Holders whose shares are
being included in the underwriting. The Company agrees to file any amendments or
supplements to the registration statement necessary in order to permit any
underwritten offering.

            1.3   Obligations of the Company. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:

                  (a)   Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use commercially reasonable
efforts to cause such registration statement to become and remain continuously
effective until all of the Registrable Securities have been sold pursuant
thereto, such securities are no longer outstanding or such securities are
distributed in accordance with the provisions of Rule 144 (or any similar
provision then in force) under the Act; or, if earlier, the date on which the
distribution contemplated in the registration statement has been completed.

                  (b)   Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement.

                  (c)   Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them
that are included in such registration.


                                       3
<PAGE>


                  (d)   Use commercially reasonable efforts to register and
qualify the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holders; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions.

                  (e)   In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such agreement.

                  (f)   Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event the result
of which causes the prospectus included in such registration statement, as then
in effect, to include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing; and
thereafter, the Company will use commercially reasonable efforts to promptly
amend or supplement such prospectus in order to cause such prospectus not to
include any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of circumstances then existing; provided, however, that upon
such notification by the Company, the Holders will not offer or sell Registrable
Securities until the Company has notified the Holders that it has prepared a
supplement or amendment to such prospectus and delivered copies of such
supplement or amendment to the Holders (it being understood and agreed by the
Company that the foregoing proviso shall in no way diminish or otherwise impair
the Company's obligations to prepare a prospectus amendment or supplement as
above provided in this Section 1.3(f)).

                  (g)   Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar
securities issued by the Company are then listed.

                  (h)   Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.

                  (i)   Use commercially reasonable efforts to furnish, at the
request of any Holder requesting registration of Registrable Securities pursuant
to this Section 1, on the date that such Registrable Securities are delivered to
the underwriters for sale in connection with a registration statement pursuant
to this Section 1, if such securities are being sold through underwriters, or,
if such securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective, (i) an
opinion, dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of the Registrable
Securities, and (ii) a letter dated such date, from the independent certified
public accountants of the Company, in form and substance as is customarily given
by independent certified public accountants to underwriters in an underwritten


                                       4
<PAGE>


public offering, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities.

                  (j)   Notify each seller of Registrable Securities under such
registration statement of (i) the effectiveness of such registration statement,
(ii) the filing of any post-effective amendments to such registration statement,
or (iii) the filing of a supplement to such registration statement.

            1.4   Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities.

            1.5   Expenses of Registration. All expenses (other than
underwriting discounts and commissions) incurred in connection with any
registrations, filings or qualifications of Registrable Securities pursuant to
Section 1.2 including (without limitation) all federal or state registration,
filing and qualification fees, printers' and accounting fees and fees and
disbursements of counsel for the Company shall be borne by the Holders.

            1.6   Delay of Registration. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 1.

            1.7   Indemnification. In the event any Registrable Securities are
included in a registration statement under this Section 1:

                  (a)   To the maximum extent permitted by law, the Company will
indemnify and hold harmless each Holder, the partners, officers, and directors
of each Holder, any underwriter (as defined in the Act) for such Holder and each
person, if any, who controls such Holder or underwriter within the meaning of
the Act or the 1934 Act, against any losses, claims, damages or liabilities
(joint or several) to which they may become subject under the Act, the 1934 Act
or any state securities law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Act, the 1934 Act, or any rule or regulation promulgated under
the Act or the 1934 Act or any state securities law in connection with the
offering covered by such Registration Statement; and the Company will pay to
each such Holder, partner, officer, director, underwriter or controlling person,
as incurred, any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this subsection 1.7(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably
withheld or delayed), nor shall the Company be liable to any Holder, underwriter
or controlling person for any such loss, claim, damage, liability or action to


                                       5
<PAGE>


the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder, partner, officer,
director, underwriter or controlling person.

                  (b)   To the maximum extent permitted by law, each selling
Holder will, if Registrable Securities held by such Holder are included in the
applicable registration statement, indemnify and hold harmless the Company, each
of its directors, each of its officers who has signed the registration
statement, each person, if any, who controls the Company within the meaning of
the Act, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder, against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject under the Act
or the 1934 Act or any state securities law in connection with the offering
covered by such registration statement insofar as such losses, claims, damages
or liabilities (or actions in respect thereto) arise out of or are based upon
any Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such registration;
and each such Holder will pay any legal or other expenses reasonably incurred by
any person intended to be indemnified pursuant to this subsection 1.7(b), in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this subsection 1.7(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder (which consent shall not be unreasonably
withheld or delayed); provided further, that in no event shall any indemnity
under this subsection 1.7(b) exceed the net proceeds from the offering received
by such Holder, except in the case of willful misconduct or fraud by such
Holder.

                  (c)   Promptly after receipt by an indemnified party under
this Section 1.7 of notice of the commencement of any action (including any
governmental action) as to which indemnity may be sought hereunder, such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 1.7, deliver to the indemnifying party a
written notice of the commencement thereof. The indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the reasonable fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 1.7, but the omission to so deliver
written notice to the indemnifying party will not relieve the indemnifying party
of any liability that it may have to any indemnified party otherwise than under


                                       6
<PAGE>


this Section 1.7. No indemnifying party, in the defense of any such claim or
litigation, shall, except upon the consent of each indemnified party, consent to
entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a full and unconditional release from all liability in
respect to such claim or litigation.

                  (d)   The foregoing indemnity agreements of the Company and
Holders are subject to the condition that, insofar as they related to any
Violation made in a preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the SEC at the time the registration statement
in question becomes effective or the amended prospectus filed with the SEC
pursuant to SEC Rule 424(b) (the "Final Prospectus"), such indemnity agreement
shall not inure to the benefit of any person if a copy of the Final Prospectus
was furnished to the indemnified party and was not furnished to the person
asserting the loss, liability, claim or damage at or prior to the time such
action is required by the Act. If the indemnification provided for in this
Section 1.7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, claim, damage or liability referred
to herein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, claim, damage or
liability, as well as any other relevant equitable considerations; provided,
however, that in no event shall (i) any contribution by a Holder under this
subsection 1.7(d) exceed the net proceeds from the offering received by such
Holder, except in the case of willful fraud by such Holder, and (ii) any person
or entity guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) be entitled to contribution from any person or entity who was
not guilty of such fraudulent misrepresentation. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

                  (e)   The obligations of the Company and Holders under this
Section 1.7 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.

            1.8   Reserved

            1.9   Reports Under the 1934 Act. The Company agrees to (a) use
commercially reasonable efforts to make and keep public information available,
as those terms are understood and defined in the General Instructions to Form
S-3, or any successor or substitute form, and in Rule 144, (b) to use
commercially reasonable efforts to file with the SEC in a timely manner all
reports and other documents required to be filed by an issuer of securities
registered under the Securities Act or the Exchange Act, (c) as long as any
Holder owns any Registrable Securities, to furnish in writing upon such Holder's
request a written statement by the Company that it has complied with the
reporting requirements of Rule 144 and of the Act and the 1934 Act, and to
furnish to such Holder a copy of the most recent annual or quarterly report of


                                       7
<PAGE>


the Company, and such other reports and documents so filed by the Company with
the SEC as may be reasonably requested.

            1.10  Deferral. Notwithstanding anything in this Agreement to the
contrary, if the Company shall furnish to the Holders a certificate signed by
the President or Chief Executive Officer of the Company stating that the Board
of Directors of the Company has made the good faith determination that it is
necessary to suspend the use by the Holders of an effective registration
statement (and the prospectus relating thereto) for purposes of effecting offers
or sales of Registrable Securities pursuant thereto, then the right of the
Holders to use any such registration statement (and the prospectus relating
thereto) for purposes of effecting offers or sales of Registrable Securities
pursuant thereto shall be suspended until further notice by the Company (the
"Suspension Period"); provided, however, that (i) the Suspension Period shall
not exceed ninety (90) days following the delivery by the Company of the
certificate referred to above in this Section 1.10 and (ii) the Company will use
commercially reasonable efforts to notify the Holders at such time that it is no
longer essential to suspend the use by the Holders of any such registration
statement (and the prospectus relating thereto) pursuant to this Section 1.10.
During the Suspension Period, none of the Holders shall offer or sell any
Registrable Securities pursuant to or in reliance upon any such registration
statement (or the prospectus relating thereto). The aggregate number of days
covered by all Suspension Periods during any 12-month period shall not exceed
120.

      2.    Miscellaneous.
            -------------

            2.1   Successors and Assigns. Except as otherwise provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and permitted assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. In addition, and
whether or not any express assignment shall have been made, the provisions of
this Agreement which are for the benefit of the Investors, shall be for the
benefit of and enforceable by any subsequent Holder of any Registrable Shares
(or of any portion thereof). Any assignment of any rights of the Investors under
this Agreement shall be specifically subject to a prior written approval of the
Company which may not be unreasonably withheld by the Company.

            2.2   Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware as applied to agreements among
Delaware residents entered into and to be performed entirely within Delaware.

            2.3   Submission to Jurisdiction; Waivers. Each of the parties
hereto irrevocably agrees that any legal action or proceeding with respect to
this Agreement or for the recognition and enforcement of any judgment in respect
hereof brought by the other party hereto or its successors or assigns will be
brought and determined in the Chancery or other courts of the State of Delaware,
and each of the parties hereby irrevocably submits with regard to any such
action or proceeding for itself and in respect to its property, generally and


                                       8
<PAGE>


unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of
the parties hereto hereby irrevocably waives, and agrees not to assert, by way
of motion, as a defense, counterclaim or otherwise, in any action or proceeding
with respect to this Agreement, (a) any claim that it is not personally subject
to the jurisdiction of the above-named courts for any reason other than the
failure to lawfully serve process, (b) that it or its property is exempt or
immune from jurisdiction of any such court or from any legal process commenced
in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise),
(c) to the fullest extent permitted by applicable law, that (i) the suit, action
or proceeding in any such court is brought in an inconvenient forum, (ii) the
venue of such suit, action, or proceeding is improper and (iii) this Agreement,
or the subject matter hereof, may not be enforced in or by such courts and (d)
any right to trial by jury.

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

            2.5   Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

            2.6   Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively given:
(a) upon personal delivery to the party to be notified, (b) when sent by
confirmed facsimile if sent during normal business hours of the recipient or, if
not sent during normal business hours, then on the next business day, (c) three
days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent to the address as set
forth on the signature page hereof or at such other address as such party may
designate by 10 days advance written notice to the other parties hereto.

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

            2.8   Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the Registrable Securities then outstanding. Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
holder of any Registrable Securities then outstanding, each future holder of all
such Registrable Securities, and the Company.

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


                                       9
<PAGE>


            2.10  Aggregation of Stock. All shares of Registrable Securities
held or acquired by affiliated entities or persons shall be aggregated together
for the purpose of determining the availability of any rights under this
Agreement.

            2.11  Entire Agreement; Amendment; Waiver. This Agreement (including
Schedule A hereto) constitutes the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof.


                [Remainder of page intentionally left blank.]





                                       10
<PAGE>


                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


CRDENTIA CORP.,
a Delaware corporation


By: /s/ Pamela G. Atherton
    ----------------------
Name: Pamela G. Atherton
Title: President
Address: 14114 Dallas Parkway
         Suite 600
         Dallas, Texas 75240

INVESTORS:


By: /s/ Steve Williams
    ------------------
Name: Steve Williams
Address:


By: /s/ Robert Litton
    -----------------
Name: Robert Litton
Address:


<PAGE>


                                   SCHEDULE A
                                   ----------

                              SCHEDULE OF INVESTORS

Steve Williams

Robert Litton


                                      S-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.18
<SEQUENCE>4
<FILENAME>v015466_ex4-18.txt
<TEXT>
                                                                    Exhibit 4.18

ALL INDEBTEDNESS  EVIDENCED HEREBY AND REFERENCED HEREIN IS SUBJECT TO THE TERMS
OF THAT CERTAIN  SUBORDINATION  AGREEMENT AMONG BRIDGE HEALTHCARE FINANCE,  LLC,
BRIDGE  OPPORTUNITY  FINANCE,  LLC, THE HOLDER UNDER THIS DOCUMENT AND THE OTHER
PARTIES NAMED THEREIN.

THIS  SUBORDINATED  PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") OR THE SECURITIES,  BLUE SKY OR
OTHER APPLICABLE LAWS OF ANY STATE, OR ANY OTHER RELEVANT JURISDICTION,  AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS IT
IS (A) REGISTERED AND/OR QUALIFIED  PURSUANT TO THE RELEVANT  PROVISIONS OF U.S.
FEDERAL  SECURITIES LAWS, THE SECURITIES,  BLUE SKY, OR OTHER APPLICABLE LAWS OF
ANY STATE, OR OTHER RELEVANT  JURISDICTION OR (B) EXEMPT FROM SUCH  REGISTRATION
OR QUALIFICATION.

                         SUBORDINATED PROMISSORY NOTE

$______________ - Principal Amount                   Issue Date - March 29, 2005

      FOR VALUE  RECEIVED,  Crdentia Corp, a Delaware  corporation  ("OBLIGOR"),
hereby  promises  to pay to the  order  of  ____________  or  permitted  assigns
("HOLDER"),  in lawful  money of the United  States at the address of Holder set
forth below,  the principal sum of On Million Six Hundred Seven  Thousand  Seven
Hundred Forty Five and No/100  Dollars  ($1,617,745.00),  together with interest
thereon  as  provided  in this  Convertible  Subordinated  Promissory  Note (the
"NOTE") on the unpaid  principal  balance.  Interest  shall  accrue at a rate of
seven and three quarters percent (7.75%), simple interest, until paid in full.

      Unpaid  principal  under this Note  together  with all  accrued and unpaid
interest  shall be paid to Holder  (subject to the  provisions  of the following
paragraph)  as follows:  (i)  beginning on April 30, 2005 and  continuing on the
last day of each month through  September 30, 2005,  Obligor shall make payments
to Holder of interest only and (ii) beginning on October 31, 2005 and continuing
on the last day of each month  through the  Maturity  Date (as herein  defined),
Obligor shall make a total of thirty (30) equal, consecutive monthly payments to
Holder each in the amount of Fifty-Nine  Thousand One Hundred  Twenty-Three  and
5/100 Dollars  ($59,123.05).  All  outstanding  principal and accrued and unpaid
interest  shall be due and  payable  in full on March 31,  2008  (the  "MATURITY
DATE").  Notwithstanding the foregoing, this Note may be prepaid, in whole or in
part, at any time without premium or penalty.

      This Note is one of a series  issued by Obligor  pursuant  to the terms of
that certain  Agreement and Plan of Reorganization  (the "MERGER  AGREEMENT") by
and among Obligor,  CRDE Corp.,  TravMed Acquisition  Corporation,  TravMed USA,
Inc. and the Shareholders  (as defined in the Merger  Agreement) of TravMed USA,
Inc.  dated March 28, 2005.  This Note is subject to the  provisions  of Section
9.3(a) of the Merger Agreement.


                                       1
<PAGE>


      If any payment of  principal or interest on this Note shall become due and
on a Saturday, Sunday, or a public holiday under the laws of the State of Texas,
such payment shall be made on the next succeeding business day.


      The indebtedness  evidenced by this Note is hereby subject to the terms of
that certain  Subordination  Agreement  date of even date  herewith by and among
Obligor, Holder, Bridge Healthcare Finance, LLC, Bridge Opportunity Finance, LLC
and other parties named therein.

      Subject to and upon compliance with the provisions contained in this Note,
at the option of the Holder,  the principal amount of this Note may be converted
in whole or in increments of not less than $500,000 in principal into fully paid
and nonassessable  shares of common stock, $.0001 par value (the "COMMON STOCK")
of the  Obligor  at the  conversion  price of $2.06 per share  (the  "CONVERSION
PRICE").  Such  conversion  right  shall  expire at the close of business on the
Maturity Date. In case this Note is called for early prepayment, such conversion
right shall expire at the close of business on the second business day preceding
the date set for prepayment,  unless the Obligor  defaults in making the payment
then due.

      In order to exercise  the  conversion  privilege,  the Holder of this Note
shall surrender the original of this Note, along with a Conversion Notice in the
form  attached  hereto as Exhibit  "A",  at the  Obligor's  principal  executive
offices.

      This  Note,  or  the  principal  amount  converted  as  set  forth  in the
Conversion  Notice shall be deemed to have been converted  immediately  prior to
the close of business on the date of  surrender of this Note for  conversion  in
accordance with the foregoing  provisions (the "CONVERSION  DATE"),  and at such
time the rights of the Holder in this Note for repayment of the principal amount
so converted shall cease, and the Holder shall be entitled to receive the Common
Stock  issuable  upon  conversion  and shall be treated for all  purposes as the
record  holder or holders of such  Common  Stock at such time.  As  promptly  as
practicable on or after the  Conversion  Date, the Obligor shall issue and shall
deliver to the Holder (i) a certificate or  certificates  for the number of full
shares of Common Stock issuable upon  conversion,  together with payment in cash
in lieu of any fraction of a share and (ii) a new  subordinated  promissory note
in the form of this Note (the "NEW NOTE") for the remaining  principal amount of
this Note which has not been converted  pursuant to the Conversion  Notice.  The
New Note  will  call for  payments  of  principal  and  interest  following  the
Conversion  Date  which  reamortizes  the  principal  amount  of the  Note  then
remaining  outstanding  over the  original  term of the Note  (such  New Note to
commence  amortization  effective  October 31, 2005 if the Note is  converted in
part prior to such date)

      In the event  Obligor  shall issue  additional  shares of Common  Stock by
reason of a stock dividend or distribution or in any manner  subdivide (by stock
split,  stock exchange or otherwise) the outstanding shares of Common Stock into
a greater  number of shares of Common Stock or combine (by reverse  stock split,
stock  exchange or  otherwise)  the  outstanding  shares of Common  Stock into a
lesser  number  of  shares  of  Common  Stock,  the  Conversion  Price in effect
immediately  prior  thereto  shall be  adjusted  so that the Holder of this Note
thereafter surrendered for conversion shall be entitled to receive the number of
shares of Common  Stock which such holder  would have owned or been  entitled to
receive  after the happening of any of the events  described  above if this Note
had been converted  immediately  prior to the happening of such event on the day


                                       2
<PAGE>


upon which such event becomes  effective.  In the  provisions of this  paragraph
become effective,  Obligor shall send to Holder a certificate  setting forth the
computation of the new Conversion Price.

      Any interest due and owing on the  principal  amount of this Note which is
converted as of the Conversion Date shall be paid on the next succeeding payment
date as though this Note had not been converted.  Interest shall cease to accrue
on the  principal  amount of this Note which is converted  as of the  Conversion
Date.

      No  fractional  shares of Common Stock shall be issued upon  conversion of
this  Note.  Instead  of any  fractional  shares of  Common  Stock  which  would
otherwise be issuable upon conversion of this Note, the Obligor shall pay a cash
adjustment  in respect of such  fraction in an amount equal to the same fraction
multiplied  by the fair market  value per share of the Common Stock at the close
of business on the  Conversion  Date as determined in good faith by the Board of
Directors of the Obligor.

      Unless the shares of Common Stock to be issued on  conversion of this Note
have  been  registered  under  the  Securities  Act of  1933,  as  amended,  the
certificates  representing such shares shall bear a restrictive legend regarding
the  transfer  thereof  in form and  substance  satisfactory  to  counsel to the
Obligor.

      In the  event  that  (a)  Obligor  fails to make  payment  on any date for
payment herein above specified of any principal and/or interest due hereunder on
such date and such failure  continues  for five (5) business  days,  (b) Obligor
admits in writing its  inability to pay its debts as they become due, or makes a
general  assignment for the benefit of creditors or files any petition or action
for relief under any bankruptcy,  reorganization,  insolvency or moratorium law,
or any other law or laws for the  relief of, or  relating  to,  debtors,  (c) an
involuntary   petition  is  filed   against   Obligor   under  any   bankruptcy,
reorganization,  insolvency or moratorium  law, or any other law or laws for the
relief of, or relating to,  debtors  unless such petition  shall be dismissed or
vacated  within  sixty (60) days of the date  hereof or (d) a  monetary  default
occurs under Obligor's credit facility with its secured lenders which default is
not cured, Obligor shall be deemed to be in default hereunder (a "DEFAULT").  In
the event of such Default,  Holder may, at Holder's  option and in Holder's sole
discretion,  ten (10)  business  days after giving notice of Default to Obligor,
accelerate  the maturity of all amounts due under this Note by giving  notice of
such acceleration.

      Obligor  will never be  obligated to pay interest in excess of the Highest
Lawful Rate (as herein  defined),  and, in the event that Holder ever  receives,
collects,  or applies as interest  any such  excess,  such amount which would be
excessive interest will be deemed a partial prepayment of principal and interest
hereunder as such; and if the principal amount of this Note is paid in full, any
remaining  excess will forthwith be paid to Obligor.  In determining  whether or
not the interest paid or payable,  under any specific  contingency,  exceeds the
Highest Lawful Rate,  Obligor and Holder will, to the maximum  extent  permitted
under applicable law: (a) characterize any non-principal  payment as an expense,
fee or premium rather than interest;  (b) exclude  voluntary  prepayment and the
effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts,
or as otherwise  appropriate  to reflect  variations in the Highest Lawful Rate,
the total amount of interest throughout the entire term of this Note so that the


                                       3
<PAGE>


interest rate is uniform and does not exceed the Highest Lawful Rate  throughout
the entire term of this Note;  provided that, if this Note is paid and performed
in full  prior  to the end of the  full  contemplated  term  hereof,  and if the
interest  received for the actual period of existence hereof exceeds the Highest
Lawful  Rate,  then  Holder  will refund to Obligor the amount of such excess or
credit the amount of such excess against the principal amount of this Note, and,
in such event,  Holder will not be subject to any penalties provided by any laws
for contracting for, charging, taking, reserving or receiving interest in excess
of the Highest Lawful Rate. As used herein, the term "HIGHEST LAWFUL RATE" means
the maximum  rate of interest  that Holder is allowed to contract  for,  charge,
take,  reserve  or  receive  under the laws of the State of Texas or  applicable
federal law, whichever, from time to time, permits the higher rate.

      Obligor   waives,   presentment,   demand  for   performance,   notice  of
nonperformance,  protest,  notice of protest,  and notice of  dishonor  (but not
notice  of  Default).  No delay on the part of Holder  in  exercising  any right
hereunder  shall operate as a waiver of such right under this Note. This Note is
being delivered in and shall be construed with the laws of the State of Texas.

      The right to plead any and all statutes of limitations as a defense to any
demand on this Note,  or any guaranty  hereof,  or any agreement to the same, or
any  instrument  securing this Note, or any and all  obligations  or liabilities
arising out of or in connection  with this Note, is expressly  waived by Obligor
and each and every endorser or guarantor if any, to the fullest extent permitted
by law.

      The  provisions  of this Note are intended by Obligor to be severable  and
divisible and the invalidity or  unenforceability  of a provision or term herein
shall not invalidate or render  unenforceable  the remainder of this Note or any
part thereof.

      If the  indebtedness  represented  by this  Note or any  part  thereof  is
collected at law or in equity or in bankruptcy,  receivership  or other judicial
proceedings  or if this Note is placed in the hands of attorneys for  collection
after default,  Obligor agrees to pay, in addition to the principal and interest
payable hereon, reasonable attorneys' fees and costs incurred by Holder.

      The Obligor may prepay the unpaid  balance of, and accrued  interest upon,
this  Note in whole or in part at any  time and from  time to time.  In order to
accomplish  such  prepayment,  the Obligor shall provide a written notice to the
Holder  setting  forth (i) the  Obligor's  election  of its right of  prepayment
hereunder and (ii) the date (which shall not be less than five (5) business days
from the date the notice is sent) established by the Obligor for prepayment.  In
the event the Obligor  defaults in making the prepayment,  Holder's rights under
this Note shall continue as though the notice of prepayment had not been sent.

      Any notice or other  communication  (except payment) required or permitted
hereunder  shall be in  writing  and shall be deemed  to have  been  given  upon
delivery if  personally  delivered or one day after  deposit if deposited in the
United States mail for mailing by certified mail, postage prepaid, and addressed
as follows:

      If to Holder:

      If to Obligor:          Crdentia Corp.
                              14114 Dallas Parkway, Suite 600


                                       4
<PAGE>


                              Dallas, Texas  75254
                              Attention: James D. Durham

Each of Holder or Obligor  may change his or its  address  for  purposes of this
paragraph by giving to the other party notice in conformance with this paragraph
of such new address.


                                       5
<PAGE>


                 SIGNATURE PAGE TO SUBORDINATED PROMISSORY NOTE


EXECUTED as of the Issue Date initially set forth above.

            OBLIGOR:                      CRDENTIA CORP.,
                                          a Delaware corporation

                                          By:_____________________________
                                             Pamela G. Atherton, President



            HOLDER:                       ________________________________


<PAGE>


                 SIGNATURE PAGE TO SUBORDINATED PROMISSORY NOTE


                                 EXHIBIT "A"

                              CONVERSION NOTICE

      The  undersigned  hereby  converts,  in accordance  with the  Subordinated
Promissory  Note dated March 29,  2005 (the  "Note")  $_____________________  in
principal amount of such Note at the Conversion Price set forth therein.  Please
issue a new  note in the form of the Note  for any  remaining  principal  amount
outstanding following the conversion contemplated in this Notice.


                                          ________________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.19
<SEQUENCE>5
<FILENAME>v015466_ex4-19.txt
<TEXT>

                                                                    Exhibit 4.19

                       AMENDED AND RESTATED REVOLVING NOTE

$10,000,000                                                    Chicago, Illinois
                                                                  March 29, 2005

      FOR VALUE  RECEIVED,  on or before June 16, 2007 (or, if such day is not a
Business Day, on the next following  Business Day),  the  undersigned,  Crdentia
Corp.,  a Delaware  corporation,  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  and PSR Nurses Holdings Corp., a
Texas corporation (each an "Original Borrower", and collectively,  the "Original
Borrowers"),   CRDE  Corp.,   a  Delaware   corporation,   Arizona  Home  Health
Care/Private  Duty, Inc., an Arizona  corporation,  Care Pros Staffing,  Inc., a
Texas corporation,  HIP Holding,  Inc., a Delaware corporation,  Health Industry
Professionals,  L.L.C., a Michigan limited liability company, Travmed USA, Inc.,
a North Carolina  corporation (each a "New Borrower",  and collectively with the
Original  Borrowers,  the  "Borrowers"  and,  individually,  each a "Borrower"),
jointly and  severally,  each  promise to pay to the order of BRIDGE  HEALTHCARE
FINANCE,  LLC,  (herein,  together with its successors  and assigns,  called the
"Lender"), the maximum principal sum of Ten Million Dollars ($10,000,000) or, if
less,  the aggregate  unpaid  principal  amount of all  Revolving  Loans made by
Lender to any one or more of the  Borrowers  pursuant to that  certain  Loan and
Security  Agreement dated as of June 16, 2004, among the Original  Borrowers and
Lender,  as modified by the  Amendment No. 1, Joinder and Consent to Amended and
Restated  Loan and Security  Agreement - Revolving  Loans,  dated as of the date
hereby,  among the Borrowers and Lender (herein,  as the same is amended and may
be further amended, modified, restated or supplemented from time to time, called
the "Loan Agreement").

      Each Borrower, jointly and severally, further promises to pay to the order
of Lender interest on the aggregate  unpaid principal amount hereof from time to
time  outstanding  from the date hereof  until paid in full at such rates and at
such times as shall be determined in accordance  with the provisions of the Loan
Agreement.  Accrued interest shall be payable on the dates specified in the Loan
Agreement.

      Payments of both principal and interest are to be made in the lawful money
of the United  States of  America in  immediately  available  funds at  Lender's
principal office at 233 South Wacker Drive, 53rd Floor, Chicago, Illinois 60606,
or at such  other  place as may be  designated  by  Lender to the  Borrowers  in
writing.

      This  Amended  and  Restated   Revolving   Note  (the  "Note")   evidences
indebtedness  incurred  under and is subject to the terms and  provisions of the
Loan  Agreement.  The Loan  Agreement,  to which  reference is hereby made, sets
forth said terms and  provisions,  including  those under which this Note may or
must be paid prior to its due date or may have its due date  accelerated.  Terms
used but not  otherwise  defined  herein are used  herein as defined in the Loan
Agreement.  This Note is  secured  by the  personal  property  described  in and
pursuant to the Loan Agreement and various Loan  Documents  referred to therein,
and  reference is made thereto for a statement of terms and  provisions  of such
Collateral  security,  a description  of Collateral  and the rights of Lender in
respect thereof.

<PAGE>

      In addition to, and not in limitation of, the foregoing and the provisions
of the Loan  Agreement  hereinabove  referred  to,  each  Borrower,  jointly and
severally,  further agrees, subject only to any limitation imposed by applicable
law, to pay all reasonable expenses,  including  reasonable  attorneys' fees and
expenses,  incurred by the holder of this Note in seeking to collect any amounts
payable  hereunder  which are not paid  when due,  whether  by  acceleration  or
otherwise.

      All parties hereto, whether as makers,  endorsers or otherwise,  severally
waive  presentment,  demand,  protest and notice of dishonor in connection  with
this Note.

      This Note is binding upon the Borrowers and their  successors and assigns,
and shall inure to the benefit of Lender and its  successors  and  assigns.  The
Borrowers  and their  successors  and  assigns  shall be jointly  and  severally
obligated  hereunder.  This Note is made under and  governed  by the laws of the
State of Illinois without regard to conflict of laws principles.

      This Note replaces in its entirety and is in  substitution  for but not in
payment of that  certain  Revolving  Note dated as of June 16,  2004 (the "Prior
Note"),  made by Original  Borrowers in favor of Lender in the aggregate maximum
principal  amount  of  $15,000,000  and  does not and  shall  not be  deemed  to
constitute a novation thereof.  Such Prior Note shall be of no further force and
effect upon the execution of this Note; provided,  however, that all outstanding
indebtedness,  including,  without limitation,  principal and interest under the
Prior Note as of the date of this Note, is hereby deemed indebtedness  evidenced
by this Note and is incorporated herein by this reference.

                               [SIGNATURES FOLLOW]

                                       2
<PAGE>

              Signature Page to Amended and Restated Revolving Note

      IN WITNESS  WHEREOF,  each Borrower has executed this Revolving Note as of
the day and year first above written.

                                       CRDENTIA CORP.,
                                       a Delaware corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       BAKER ANDERSON CHRISTIE, INC.,
                                       a California corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       NURSES NETWORK, INC.,
                                       a California corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       NEW AGE STAFFING, INC.,
                                       a Delaware corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       3
<PAGE>

                                       PSR NURSES, LTD,
                                       a Texas limited partnership

                                       By:   PSR NURSE RECRUITING, INC.
                                       Its:  General Partner

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       PSR NURSE RECRUITING, INC.,
                                       a Texas corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       PSR NURSES HOLDINGS CORP.,
                                       a Texas corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       4
<PAGE>

                                       CRDE CORP.,
                                       a Delaware corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:

                                       ARIZONA HOME HEALTH CARE/PRIVATE DUTY,
                                       INC.,
                                       an Arizona corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:

                                       CARE PROS STAFFING, INC.,
                                       a Texas corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:

                                       HIP HOLDING INC.,
                                       a Delaware corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:

                                       HEALTH INDUSTRY PROFESSIONALS, L.L.C.,
                                       a Michigan limited liability company


                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:

                                       TRAVMED USA, INC.,
                                       a North Carolina corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.20
<SEQUENCE>6
<FILENAME>v015466_ex4-20.txt
<TEXT>


                                                                    EXHIBIT 4.20

                         AMENDED AND RESTATED TERM NOTE
                         ------------------------------

$10,000,000                                                    Chicago, Illinois
                                                                  March 29, 2005

      FOR  VALUE  RECEIVED,   the   undersigned,   Crdentia  Corp.,  a  Delaware
corporation,  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  and PSR Nurses  Holdings Corp., a Texas
corporation  (each an  "Original  Borrower",  and  collectively,  the  "Original
Borrowers"),   CRDE  Corp.,   a  Delaware   corporation,   Arizona  Home  Health
Care/Private  Duty, Inc., an Arizona  corporation,  Care Pros Staffing,  Inc., a
Texas corporation,  HIP Holding,  Inc., a Delaware corporation,  Health Industry
Professionals,  L.L.C., a Michigan limited liability company, Travmed USA, Inc.,
a North Carolina  corporation (each a "New Borrower",  and collectively with the
Original  Borrowers,  the  "Borrowers"  and,  individually,  each a "Borrower"),
jointly and  severally,  each promise to pay to the order of BRIDGE  OPPORTUNITY
FINANCE, LLC (hereinafter, together with any holder hereof, called "Lender"), at
the principal  office of the Lender,  the  principal sum of Ten Million  Dollars
($10,000,000),  or, if less, the aggregate  unpaid  principal amount of all Term
Loans made by Lender to any one or more of the  Borrowers  pursuant  to the Loan
Agreement  (as  hereinafter  defined).  Each  Borrower,  jointly and  severally,
further  promises to pay interest on the outstanding  principal amount hereof on
the  dates and at the  rates  provided  in the Loan  Agreement  (as  hereinafter
defined) from the date hereof until payment in full hereof.

      This Amended and Restated Term Note (this "Note") is delivered pursuant to
that  certain Loan and  Security  Agreement - Term Loan,  dated as of August 31,
2004 as it may be amended from time to time, together with all exhibits thereto,
between  Lender and the Borrowers  (the "Loan  Agreement").  All terms which are
capitalized and used herein (which are not otherwise  defined herein) shall have
the meaning ascribed to such term in the Loan Agreement. This Note is secured by
the  personal  property  described  in and  pursuant to the Loan  Agreement  and
various Loan Documents referred to therein,  and reference is made thereto for a
statement of terms and provisions of such Collateral  security, a description of
Collateral and the rights of Lender in respect thereof.

      Principal  hereunder  shall be payable  pursuant  to the terms of the Loan
Agreement. Upon the occurrence of an Event of Default, the unpaid balance of the
principal  amount of this Note,  together  with all accrued and unpaid  interest
thereon,  may  become,  or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Loan Agreement.

      Each Borrower  hereby  authorizes the Lender to charge any account of such
Borrower  for all sums due  hereunder.  If  payment  hereunder  becomes  due and
payable  on a day that is not a  Business  Day,  the due date  thereof  shall be
extended to the next  succeeding  Business  Day, and  interest  shall be payable
thereon at the rate specified  during such extension.  Credit shall be given for
payments made in the manner and at the times provided in the Loan Agreement.  It
is the intent of the parties that the rate of interest and other  charges to the
Borrowers  under  this Note shall be  lawful;  therefore,  if for any reason the
interest or other  charges  payable  hereunder are found by a court of competent
jurisdiction,  in a final  determination,  to exceed the limit which  Lender may
lawfully  charge the  Borrowers,  then the  obligation  to pay interest or other
charges  shall  automatically  be reduced  to such  limit and,  if any amount in
excess of such limit shall have been paid, then such amount shall be refunded to
the Borrowers.

<PAGE>

      The  principal  and all accrued  interest  hereunder may be prepaid by the
Borrowers,  in whole,  but not in part, at any time  (subject to any  applicable
prepayment fee).

      Each Borrower waives the benefit of any law that would otherwise  restrict
or limit Lender in the exercise of its right, which is hereby  acknowledged,  to
set-off against the Obligations,  without notice and at any time hereafter,  any
indebtedness  matured or  unmatured  owing from  Lender to the  Borrowers.  Each
Borrower  waives every defense,  counterclaim  or setoff which such Borrower may
now have or hereafter  may have to any action by Lender in  enforcing  this Note
and/or any of the other  Obligations,  or in  enforcing  Lender's  rights in the
Collateral  and  ratifies and  confirms  whatever  Lender may do pursuant to the
terms hereof and of the Loan  Agreement and with respect to the  Collateral  and
agrees that Lender  shall not be liable for any error in judgment or mistakes of
fact or law.

      Each Borrower,  any other party liable with respect to the Obligations and
any and all endorsers and accommodation  parties,  and each one of them, if more
than one, waive any and all presentment,  demand,  notice of dishonor,  protest,
and all other notices and demands in connection with the enforcement of Lender's
rights hereunder.

      The loan  evidenced  hereby has been made and this Note has been delivered
at Chicago, Illinois. THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL
LAWS OF THE  STATE OF  ILLINOIS  AS TO  INTERPRETATION,  ENFORCEMENT,  VALIDITY,
CONSTRUCTION,  EFFECT, AND IN ALL OTHER RESPECTS,  INCLUDING WITHOUT LIMITATION,
THE LEGALITY OF THE INTEREST RATE AND OTHER  CHARGES,  and shall be binding upon
the Borrowers and their respective successors and assigns. If this Note contains
any blanks when  executed  by the  Borrowers,  the Lender is hereby  authorized,
without  notice to the  Borrowers to complete  any such blanks  according to the
terms  upon  which  the loan or loans  were  granted.  Wherever  possible,  each
provision  of this Note shall be  interpreted  in such manner as to be effective
and valid  under  applicable  law,  but if any  provision  of this Note shall be
prohibited by or be invalid under such law, such  provision  shall be severable,
and be  ineffective to the extent of such  prohibition  or  invalidity,  without
invalidating the remaining provisions of this Note.

      To  induce  the  Lender  to make the loan  evidenced  by this  Note,  each
Borrower  (i)  irrevocably  agrees that,  subject to Lender's  sole and absolute
election,  all  actions  arising  directly  or  indirectly  as a  result  or  in
consequence  of  this  Note or any  other  agreement  with  the  Lender,  or the
Collateral, shall be instituted and litigated only in courts having situs in the
City of Chicago,  Illinois;  (ii) hereby consents to the exclusive  jurisdiction
and venue of any State or  Federal  Court  located  and having its situs in said
city; and (iii) waives any objection based on forum non-conveniens. IN ADDITION,
LENDER AND EACH BORROWER  HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WHICH  PERTAINS  DIRECTLY  OR  INDIRECTLY  TO THIS NOTE,  THE  OBLIGATIONS,  THE
COLLATERAL,  ANY ALLEGED  TORTIOUS CONDUCT BY BORROWER OR LENDER OR WHICH IN ANY
WAY,  DIRECTLY  OR  INDIRECTLY,  ARISES OUT OF OR  RELATES  TO THE  RELATIONSHIP
BETWEEN BORROWER AND LENDER. In addition,  each Borrower agrees that all service
of process shall be made as provided in the Loan Agreement.

                                       2
<PAGE>

      This Note  replaces in its entirety and is in  substitution  for but not
in payment of that  certain Term Note dated as of August 31, 2004 (the "Prior
Note"),  made by  Original  Borrowers  in favor  of  Lender  in the  aggregate
maximum  principal  amount of $10,000,000 and does not and shall not be deemed
to  constitute  a  novation  thereof.  Such  Prior Note shall be of no further
force and effect upon the execution of this Note; provided,  however, that all
outstanding  indebtedness,   including,  without  limitation,   principal  and
interest  under the Prior Note as of the date of this Note,  is hereby  deemed
indebtedness  evidenced  by  this  Note  and is  incorporated  herein  by this
reference.

                             [SIGNATURES FOLLOW]

                                       3
<PAGE>
                Signature Page to Amended and Restated Term Note

      IN WITNESS WHEREOF, each Borrower has executed this Note on the date above
set forth.

                                       CRDENTIA CORP.,
                                       a Delaware corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       BAKER ANDERSON CHRISTIE, INC.,
                                       a California corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       NURSES NETWORK, INC.,
                                       a California corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       NEW AGE STAFFING, INC.,
                                       a Delaware corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer


<PAGE>

                                       PSR NURSES, LTD.,
                                       a Texas limited partnership

                                       By:   PSR NURSE RECRUITING, INC.
                                       Its:  General Partner

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer


                                       PSR NURSE RECRUITING, INC.,
                                       a Texas corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       PSR NURSES HOLDINGS CORP.,
                                       a Texas corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                           James D. Durham
                                           Chief Executive Officer

                                       CRDE CORP.,
                                       a Delaware corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:

                                       ARIZONA HOME HEALTH CARE/PRIVATE DUTY,
                                       INC.,
                                       an Arizona corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:

<PAGE>

                                       CARE PROS STAFFING, INC.,
                                       a Texas corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:

                                       HIP HOLDING, INC.,
                                       a Delaware corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:

                                       HEALTH INDUSTRY PROFESSIONALS, L.L.C.,
                                       a Michigan limited liability company


                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:

                                       TRAVMED USA, INC.,
                                       a North Carolina corporation

                                       By: /s/ James D. Durham
                                           -------------------
                                       Name:
                                       Title:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>7
<FILENAME>v015466_ex10-28.txt
<TEXT>

                                                                   EXHIBIT 10.28

                     AMENDMENT NO. 1, JOINDER AND CONSENT TO
                              AMENDED AND RESTATED
                  LOAN AND SECURITY AGREEMENT - REVOLVING LOANS

                           DATED AS OF MARCH 29, 2005

                                     BETWEEN

                         BRIDGE HEALTHCARE FINANCE, LLC

                                   AS LENDER,

                                       AND

                           CRDENTIA CORP. ("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. ("CRDE")
              ARIZONA HOME HEALTH CARE/PRIVATE DUTY, INC. ("AHHC")
                     CARE PROS STAFFING, INC. ("CARE PROS")
                            HIP HOLDING, INC. ("HIP")
                HEALTH INDUSTRY PROFESSIONALS, L.L.C. ("HIP LLC")
                          TRAVMED USA, INC. ("TRAVMED")

                                   AS BORROWER

<PAGE>

                     AMENDMENT NO. 1, JOINDER AND CONSENT TO
                              AMENDED AND RESTATED
                  LOAN AND SECURITY AGREEMENT - REVOLVING LOANS


      THIS  AMENDMENT NO. 1 JOINDER AND CONSENT TO AMENDED AND RESTATED LOAN AND
SECURITY  AGREEMENT  TO LOAN AND  SECURITY  AGREEMENT  -  REVOLVING  LOANS (this
"Amendment")  is made as of this 29th day of March,  2005, by and among Crdentia
Corp.  ("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.  ("CRDE"),  Arizona Home Health  Care/Private
Duty, Inc.  ("AHHC"),  Care Pros Staffing,  Inc. ("Care Pros"; and together with
Crdentia, Baker, Nurses Network, New Age, PSR Ltd., PSR Recruiting, PSR Holding,
CRDE,  AHHC and Care Pros each  individually  with its successors and assigns an
"Existing  Borrower" and jointly and severally,  together with their  successors
and assigns,  the  "Existing  Borrowers"),  HIP Holding,  Inc.  ("HIP"),  Health
Industry Professionals, L.L.C., a Michigan limited liability company ("HIP LLC")
Travmed  USA,  Inc.  ("Travmed";  and  together  with  HIP  and  HIP  LLC,  each
individually with its successors and assigns,  a "New Borrower" and collectively
with their successors and assigns,  "New Borrowers";  the Existing Borrowers and
the New Borrowers  shall be  individually  and  collectively  referred to as the
"Borrower"),  and Bridge Healthcare  Finance,  LLC (together with its successors
and assigns, "Lender").

                                    RECITALS

      A. Pursuant to that certain Loan and Security  Agreement - Revolving Loans
dated as of June 16, 2004 by and between Crdentia,  Baker,  Nurses Network,  New
Age, PSR Ltd., PSR  Recruiting,  PSR Holding (each an "Original  Borrower",  and
collectively,  the  "Original  Borrowers"),  and Lender (as  amended,  restated,
supplemented and otherwise modified prior to the date hereof, the "Original Loan
Agreement"),  Lender  hereby  agreed to make  available to Original  Borrowers a
revolving   credit  loan  of  up  to  $15,000,000  (as  amended,   modified  and
restructured from time to time, the "Revolving Loan" or the "Loan").

      B. After execution of the Original Loan Agreement, Crdentia formed CRDE, a
wholly  owned   Subsidiary  of  Crdentia,   to  facilitate   certain   Permitted
Acquisitions.  Crdentia formed AHHC Acquisition Corporation ("AHHC Acquisition")
and  CPS  Acquisition  Corporation  ("CPS  Acquisition"),  each a  wholly  owned
Subsidiary of CRDE, for purposes of acquiring certain Targets.  Pursuant to that
certain Agreement and Plan of Reorganization  dated as of August 31, 2004 by and
among Crdentia,  CRDE, AHHC  Acquisition,  AHHC, and the former  shareholders of
AHHC, AHHC  Acquisition  merged with and into AHHC with AHHC being the surviving
entity.  Pursuant to that certain Agreement and Plan of Reorganization  dated as
of August 31, 2004, by and among Crdentia, CRDE, CPS Acquisition,  Care Pros and
the  former  shareholders  of Care  Pros,  Care  Pros  merged  with and into CPS
Acquisition with CPS Acquisition being the surviving entity and immediately upon
such merger changed its name to "Care Pros Staffing, Inc."

      C. As a result of the formation of CRDE and  acquisitions of AHHC and Care
Pros, Original  Borrowers,  CRDE, AHHC, Care Pros and Lender agreed to amend and
restate the  Original  Loan  Agreement  pursuant to the terms of the Amended and
Restated Loan and Security  Agreement  dated November 30, 2004, but effective as
of August 31, 2004 (as amended hereby, and as may be further amended,  restated,
supplemented or otherwise  modified from time to time, the "Loan  Agreement") to
provide for,  among other  things,  the addition of CRDE,  AHHC and Care Pros as
additional  Borrowers  to the Loan  Agreement.  Capitalized  terms  used but not
defined in this Amendment shall have the meanings that are set forth in the Loan
Agreement.

                                       1
<PAGE>

      D. HIP LLC is a wholly owned  subsidiary of HIP.  Pursuant to that certain
Agreement and Plan of  Reorganization  ("HIP Merger  Agreement")  dated the date
hereof by and among  Crdentia,  HIP  Acquisition  Corporation,  HIP, and certain
shareholders  of HIP, HIP will merge with and into HIP  Acquisition  Corporation
with HIP Acquisition Corporation being the surviving entity and immediately upon
such merger HIP Acquisition  Corporation  shall change its name to "HIP Holding,
Inc." (the "HIP Acquisition").  Immediately after the HIP Acquisition,  Crdentia
will  contribute  all of its  equity  interests  in HIP to CRDE.  After  the HIP
Acquisition and  contribution,  HIP LLC will be a wholly owned subsidiary of HIP
and HIP will be a wholly owned subsidiary of CRDE.

      E. Pursuant to that Agreement and Plan of Reorganization  ("Travmed Merger
Agreement")  dated  the  date  hereof  by  and  among  Crdentia,  CRDE,  Travmed
Acquisition  Corporation,  Travmed and certain shareholders of Travmed,  Travmed
Acquisition Corporation will merge with and into Travmed, with Travmed being the
surviving  entity  (the  "Travmed  Acquisition";   and  together  with  the  HIP
Acquisition, each an "Acquisition" and collectively,  the "Acquisitions").  As a
result of the Travmed Acquisition,  Travmed will be a wholly owned subsidiary of
CRDE.

      F. Borrower has requested  that the New Borrowers be added as  co-obligors
under the Loan Agreement,  the Loan and all other Loan  Documents,  on the terms
and conditions set forth below.  In addition to this Amendment and the documents
required  hereunder,  New  Borrowers and Existing  Borrowers  shall execute that
certain Amended and Restated Revolving Note of even date herewith.

      G. Borrower  further has requested that Lender consent to (i) the issuance
of additional common stock of Crdentia to certain former shareholders of HIP and
(ii) the HIP Acquisition and the Travmed Acquisition.

      H. Whereas, it is the intent of the parties hereto, based on the facts and
circumstances  existing as of the date hereof, to enter into an amendment to the
Loan  Agreement   subsequent  hereto  to  address  the  following  issues:   (i)
elimination  of the  two-tiered  financial  reporting  of Borrowers in which the
Borrowers provide financial  reporting on a Crdentia Proper  Consolidated  Basis
and an Acquisition  Subsidiary  Consolidated  Basis and replacing such financial
reporting with a single-tier  consolidated  report which shall include  Crdentia
and all of its direct and indirect  subsidiaries on a consolidated  basis,  (ii)
changing  the  measurements  to the  existing  financial  covenants,  and  (iii)
increasing the cap on the limit of the aggregate amount of unbilled Accounts.

                                       2
<PAGE>

      I. The parties now desire to amend the Loan  Agreement  to provide,  among
other things,  the addition of New Borrowers to the Loan  Agreement and the Loan
and to otherwise amend the Loan Agreement,  all in accordance with the terms and
conditions set forth below.

      NOW,  THEREFORE,  in  consideration  of  the  foregoing,   the  terms  and
conditions   set  forth  in  this   Amendment,   and  other  good  and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Lender and Borrower hereby agree as follows:

      1. Amendments to Loan Agreement.

      1.1 Addition of New  Borrowers;  Borrowing  Base.  Existing  Borrowers and
Lender agree that New Borrowers  shall from and hereafter be deemed a "Borrower"
for all purposes of the Loan  Agreement and other Loan  Documents.  Accordingly,
each New Borrower hereby agrees to be bound by all of the conditions, covenants,
representations,  warranties,  and  other  agreements  set  forth  in  the  Loan
Agreement and the other Loan  Documents,  and hereby agrees to promptly  execute
all further  documentation  required by Lender to be executed by New  Borrowers,
consistent with the terms of the Loan Agreement.  Borrower  covenants and agrees
to execute  and  deliver  to Lender an  amended  and  restated  promissory  note
executed by Borrower.  Notwithstanding the foregoing,  Borrower acknowledges and
agrees that,  as of the date hereof,  Lender has not completed its due diligence
of New  Borrowers,  and  therefore,  the Accounts of New Borrowers  shall not be
deemed to be Eligible  Accounts,  and  consequently,  such Accounts shall not be
included in the  Revolving  Borrowing  Base Amount,  unless and until Lender has
determined,  in its sole and absolute discretion, to include each New Borrower's
Accounts, or a portion thereof, in the Revolving Borrowing Base Amount; provided
that Lender shall act  reasonably in exercising  its  discretion in  determining
whether or not to include such Accounts in the Revolving Borrowing Base Amount.

      1.2 Section 2(a).  Section 2(a) of the Loan Agreement is hereby amended by
replacing the amount of the Maximum Revolving Loan Limit of "$15,000,000" in the
proviso immediately following Section 2(a)(iii) with the amount of "$10,000,000"
in lieu thereof.

      1.3  Section 3. A new  Section 3 shall be added to the Loan  Agreement  to
provide as follows:

            "3. MANDATORY PREPAYMENTS.

            "All  amounts  received  by  Borrower  after  the date of a  Travmed
            Subordinated  Debt Default and (i) from an Account Debtor of Travmed
            USA,  Inc.  or (ii) which are  attributed  to  services  provided by
            Travmed USA,  Inc.,  after the date in which a Travmed  Subordinated
            Debt Default occurs, shall immediately be paid by Borrower to Lender
            as a  mandatory  prepayment  of the Loans to be applied  against all
            outstanding  Obligations,  as  determined  by  Lender  in  its  sole
            discretion."

      1.4 Section  10(e).  Section 10(e) of the Loan Agreement is hereby deleted
in its entirety and replaced with the following:


            "(e)  Notwithstanding the foregoing,  Borrower may prepay all of the
            Obligations  and terminate the Revolving  Loan without  payment of a
            prepayment  fee,  upon  written  notice to  Lender,  if, at any time
            during the Term,  and so long as no Default or Event of Default  has
            occurred  and is  continuing,  Lender  reduces the advance  rate for
            Eligible  Accounts  (as set forth in Section  2(a)(i)  hereto) to an
            advance rate of less than eighty-five  percent (85%) for a period in
            excess of 30 days (the "Prepayment Fee Exception")."

                                       3
<PAGE>

      1.5 Section  10(f).  Section 10 of the Loan Agreement is hereby amended by
adding a new Section 10(f) immediately after Section 10(e) as follows:

            "(f) If the funding  obligations  of the Lender under this Agreement
            terminates  for any reason  (whether  by  voluntary  termination  by
            Borrowers,  by reason of the  occurrence  of an Event of  Default or
            otherwise) prior to the expiration of the Term, the entire principal
            balance,   together   with  accrued  and  unpaid   interest  on  any
            Obligations  under this Agreement and all Term Loan Obligations then
            outstanding,  including,  without limitation, a prepayment fee equal
            to (i) the Make Whole Amount due under this Agreement,  and (ii) the
            Make  Whole  Amount  due  under the Term  Loan  Agreement,  shall be
            immediately   due  and  payable  on  the  effective   date  of  such
            termination;  provided that if the funding obligations of the Lender
            under this Agreement shall  terminate  solely as a result of Section
            10(e)  of  this  Agreement,  Borrower  shall  not  have to pay (I) a
            prepayment fee equal to the Make Whole Amount under this  Agreement,
            nor (II) a  prepayment  fee equal to the Make Whole Amount under the
            Term Loan Agreement.

      1.6 Section  12(b)(viii).  Section  12(b)(viii)  of the Loan  Agreement is
hereby deleted in its entirety and replaced with the following:

            "(viii)  Subordinated Debt. Promptly advise Lender of any default or
            any event  which,  with the  giving  of notice or lapse of time,  or
            both, would constitute a default, under any subordination  agreement
            relative to  Subordinated  Debt,  or any  agreement,  instrument  or
            document  evidencing  or relating to any  Subordinated  Debt,  and a
            certificate  of a  authorized  officer of  Borrower  specifying  the
            nature  thereof  and  Borrower's   proposed  response  thereto,   in
            reasonable  detail;  provided that Borrower shall immediately advise
            Lender of a Travmed Subordinated Debt Default."

      1.7 Section  13(l).  Section 13 of the Loan Agreement is hereby amended by
adding a new Section 13(l) immediately after Section 13(k) as follows:

            "(l)  Payments  to Travmed.  Immediately  upon the  occurrence  of a
            Travmed Subordinated Debt Default, (i) Borrower shall not, and shall
            not permit any  Subsidiary or Affiliate to,  directly or indirectly,
            make any payment (including the payment of any proceeds of a Loan or
            the  payment of  proceeds of any  Collateral)  to Travmed,  and (ii)
            Lender shall have no further  obligation  to make any Loans  against
            the accounts  receivable  of Travmed and all accounts  receivable of
            Travmed shall be  immediately  removed from the Revolving  Borrowing
            Base Amount."

                                       4
<PAGE>

      1.8 Section  15(q).  Section 15 of the Loan Agreement is hereby amended by
adding a new Section 15(q) immediately after Section 15(p) as follows:

            "(q)  Breach of Certain  Obligations.  Notwithstanding  anything  in
            Section  15(d)  to  the  contrary,   the  occurrence  of  a  Travmed
            Subordinated Debt Default."

      1.9 Annex I - Defined Terms.

            (a) Eligible Account.  The definition of "Eligible Account" in Annex
      I - Defined Terms of the Loan  Agreement is hereby amended by adding a new
      clause (xviii) thereto immediately after clause (xvii) as follows:

            "(xviii)  solely with respect to Travmed USA,  Inc.,  the Account is
            owed by an Account  Debtor of Travmed USA,  Inc. (or such Account is
            generated  by any service  provided by, or directly  attributed  to,
            Travmed USA,  Inc.) and such Account is generated  after the date in
            which a Travmed Subordinated Debt Default occurs."

            (b) Maximum Loan Limit.  The  definition  of "Maximum Loan Limit" in
      Annex I - Defined  Terms of the Loan  Agreement  is hereby  deleted in its
      entirety and replaced with the following:

            ""Maximum  Loan Limit"  shall mean Ten Million and No/100  Dollars

            ($10,000,000)."

            (c)  Travmed   Subordinated  Debt.  A  new  defined  term,  "Travmed
      Subordinated  Debt",  is  added  to  Annex I -  Defined  Terms of the Loan
      Agreement in alphabetical order to read as follows:

            ""Travmed Subordinated Debt" shall mean the Indebtedness of Borrower
            owed  to  Robert  Litton,  Steve  Williams,  or  any  other  Person,
            including all of their respective  successors and assigns,  which is
            in connection with the acquisition by Borrower of Travmed USA, Inc."

                                       5
<PAGE>

            (d) Travmed  Subordinated Debt Default. A new defined term, "Travmed
      Subordinated  Debt  Default",  is added to Annex I - Defined  Terms of the
      Loan Agreement in alphabetical order to read as follows:

            """Travmed  Subordinated  Debt  Default"  shall mean a "Default"  as
            defined in any of the Travmed Subordinated Notes."

            (e)  Travmed  Subordinated  Notes.  A  new  defined  term,  "Travmed
      Subordinated  Notes",  is  added to  Annex I -  Defined  Terms of the Loan
      Agreement in alphabetical order to read as follows:

            ""Travmed   Subordinated   Notes"   shall  mean  (i)  that   certain
            Subordinated  Promissory Note dated as of March 28, 2005,  issued by
            Crdentia in favor of Robert Litton  (including all of his successors
            and assigns) in the original  principal  amount of  $1,607,745,  and
            (ii) that certain Subordinated Promissory Note dated as of March 28,
            2005, issued by Crdentia in favor of Robert Litton (including all of
            his  successors  and  assigns) in the original  principal  amount of
            $1,607,745."

      2. Consent to HIP Acquisition and Travmed Acquisition. Effective as of the
date of  this  Amendment  and  subject  to the  satisfaction  of the  conditions
precedent  set forth in Section 8 below,  as of the date of this  Amendment  the
parties hereby agree that notwithstanding the provisions of Section 13(c)(i) and
(iii) of the Loan  Agreement,  (a)  Borrowers  may  acquire  HIP  Holding,  Inc.
pursuant  to the terms  and  provisions  of the HIP  Merger  Agreement,  and (b)
Borrowers  may acquire  Travmed USA,  Inc. and  Borrowers  shall be permitted to
issue  shares  of its  common  stock to Carl  Michael  Emery  and  Mathew  James
Cahillane  pursuant to the terms of the Travmed Merger Agreement;  provided that
to the extent any promissory notes are issued by Borrower in connection with the
consideration provided under the applicable  Acquisition,  such promissory notes
shall  be  subject  to a  subordination  and  standstill  agreement  in form and
substance acceptable to Lender.

      3. Specific Waiver to Loan Agreement.  Borrowers  hereby  acknowledge that
certain  Events of  Default  have  occurred  and are  continuing  under the Loan
Agreement as  specifically  set forth on Exhibit A attached hereto (the "Current
Defaults").  Lender hereby waives,  effective as of the date of this  Amendment,
the Current  Defaults.  The foregoing waiver is expressly  limited to the period
stated for each  respective  Current  Default and shall not affect any breach of
any of the provisions of the Loan Agreement for any other period,  and shall not
be deemed or otherwise  construed to constitute a waiver of any Default or Event
of Default  arising out of any other failure of the Borrowers to comply with any
of the terms of the Loan Agreement.

      4. Grant by New Borrowers of Security Interest.  To induce Lender to enter
into this  Agreement,  each New  Borrower  hereby  grants to Lender a continuing
first priority lien on and security  interest in, upon,  and to the  Collateral,
pursuant to and in accordance with the terms of Section 5 of the Loan Agreement.

      5. Enforceability. This Amendment constitutes the legal, valid and binding
obligation of New  Borrowers,  and is  enforceable  against each New Borrower in
accordance with its terms.

      6.  Confirmation  of  Representations  and  Warranties.  Each New Borrower
hereby (a) confirms that all of the  representations and warranties set forth in
Section 11 of the Loan  Agreement  are true and correct with respect to such New
Borrower, (b) covenants to perform its obligations under the Loan Agreement, and
(c)  specifically  represents  and  warrants  to  Lender  that it has  good  and
marketable title to all of its respective Collateral, free and clear of any lien
(other than Permitted  Liens) or security  interest in favor of any other person
or  entity.  Each  Existing  Borrower  hereby  (x)  confirms  that  all  of  the
representations and warranties set forth in Section 11 of the Loan Agreement are
true and  correct  with  respect to such  Borrower  as of the date  hereof,  (y)
covenants  to  perform  its  obligations  under  the  Loan  Agreement,  and  (z)
specifically  represents  and warrants to Lender that it has good and marketable
title to all of its  respective  Collateral,  free and clear of any lien  (other
than  Permitted  Liens) or  security  interest  in favor of any other  person or
entity.

                                       6
<PAGE>

      7. Organizational  Authority. (i) The execution,  delivery and performance
by each  Borrower  to this  Amendment  are within its  respective  corporate  or
similar  powers and have been duly  authorized  by all  necessary  corporate  or
similar action,  (ii) this Amendment is the legal,  valid and binding obligation
of each Borrower  enforceable in accordance with its terms and (iii) neither the
execution,  delivery  or  performance  by each  Borrower of this  Amendment  (1)
violates any law or regulation, or any other or decree of any Governmental Body,
(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 such
Person  is a party or by which  such  Person  or any of its  property  is bound,
except for conflicts with  agreements,  contracts or other documents which would
not have a Material Adverse Effect on the Borrowers, (3) results in the creation
or  imposition  of  any  Lien  (other  than  Permitted  Liens)  upon  any of the
Collateral,  (4) violates or conflicts  with the articles of  incorporation  (or
articles of formation), bylaws (or operating agreement), or other organizational
documents of such Person, or (5) requires the consent, approval or authorization
of, or declaration  or filing with,  any other Person,  except for those already
duly obtained.

      8. Conditions Precedent. The effectiveness of this Amendment is subject to
(i) the Borrowers having at least $500,000 of Excess  Availability  after giving
effect to both  Acquisitions  and all of the transactions  contemplated  thereto
(including all fees, costs and expenses  associated with the Acquisitions),  and
(ii) the delivery of each of the following documents, each in form and substance
satisfactory to Lender:

            (a)  This   Amendment,   in  four  (4)   fully   executed   original
      counterparts.

            (b) Amended and  Restated  Revolving  Note and Amended and  Restated
      Term Note.

            (c) Payoff  Letter from Monroe  Bank and Trust,  Capital  Tempfunds,
      Inc.,  First  Union  Commercial  Corporation,  Grandsouth  Bank and Branch
      Banking and Trust Company.

            (d)  Subordination  Agreement  executed  by Robert  Litton and Steve
      Williams.

            (e)  Executed  Pre-Closing   Authorization  to  File  UCC  Financing
      Statements authorizing Lender to file UCC financing statements against New
      Borrowers.

            (f)  Executed HIP Merger  Agreement  and Travmed  Merger  Agreement,
      Certificates of Merger,  and evidence of pre-clearance of such merger from
      the applicable Secretary of State.

            (g) Copy of the updated Schedules to the Loan Agreement, as provided
      in Section 9 below.

            (h) Such other  documents,  instruments and agreements as Lender may
      request pursuant to this Amendment, including, without limitation, all the
      documents set forth on Exhibit B attached hereto and made a part hereof.

                                       7
<PAGE>

      9. Updated  Schedules.  As a condition  precedent to Lender's agreement to
enter into this  Amendment,  and in order for this  Amendment  to be  effective,
Borrower  shall  revise,  update and deliver to Lender all Schedules to the Loan
Agreement to (a) reflect updated and accurate  information  with respect to each
New  Borrower,  and (b) update all other  information  as  necessary to make the
Schedules previously delivered correct. Borrowers hereby represents and warrants
that the information set forth on the attached  Schedules is true and correct as
of the date of this Agreement.  The attached  Schedules are hereby  incorporated
into the Loan Agreement as if originally set forth therein.

      10. Costs and Expenses.  Borrowers  shall be  responsible,  as provided in
Section 4(b)(iv) of the Loan Agreement, for the payment of all fees and expenses
of  Lender  incurred  in  connection  with  this  Amendment,   the  transactions
contemplated  hereby,  and  all  documents  related  thereto.   Borrower  hereby
authorizes  Lender to charge  such costs and  expenses  to the loan  accounts of
Borrowers.

      11. Release.  Borrower hereby fully,  finally,  and absolutely and forever
releases  and  discharges  Lender and each of its present and former  directors,
shareholders,  officers,  employees,  agents,  representatives,  successors  and
assigns,  and their separate and  respective  heirs,  personal  representatives,
successors  and  assigns,  from any and all actions,  causes of action,  claims,
debts, damages, demands,  liabilities,  obligations, and suits, of whatever kind
or  nature,  in law or equity of  Borrower,  whether  now  known or  unknown  to
Borrower,  and  whether  contingent  or  matured:  (a) in  respect  of the  Loan
Agreement, the other Loan Documents,  this Amendment,  the HIP Acquisition,  the
Travmed Acquisition,  and any actions or omissions of Lender in respect thereof,
and (b) arising from events occurring prior to the date of this Amendment.

      12. Reference to the Effect on the Loan Agreement.  Upon the effectiveness
of this  Amendment,  each reference in the Loan  Agreement to "this  Agreement,"
"hereunder,"  "hereof,"  "herein" or words of similar import shall mean and be a
reference to the Loan Agreement as amended by this Amendment.

      13.  Affirmation.  Except as  specifically  amended  pursuant to the terms
hereof,  the Loan  Agreement,  and all other Loan  Documents (and all covenants,
terms,  conditions  and  agreements  therein),  shall  remain in full  force and
effect,  and are hereby  ratified  and  confirmed  in all  respects by Borrower.
Borrower  covenants  and agrees to comply with all of the terms,  covenants  and
conditions of the Loan Agreement,  as amended hereby,  notwithstanding any prior
course of conduct,  waivers (other than those specific  written waivers executed
by Lender and Existing  Borrowers  prior to the date hereof),  releases or other
actions or inactions on Lender's  part which might  otherwise  constitute  or be
construed as a waiver of or amendment to such terms, covenants and conditions.

      14. No Waiver or Novation.  The execution,  delivery and  effectiveness of
this  Amendment  shall not,  except as  expressly  provided  in this  Amendment,
operate as a waiver of any right,  power or remedy of Lender,  nor  constitute a
waiver of any  Default or Event of Default,  other than the Current  Defaults or
any  provision  of the Loan  Agreement,  the other Loan  Documents  or any other
documents,  instruments and agreements  executed or delivered in connection with
any of the  foregoing.  Nothing  herein is intended or shall be  construed  as a
waiver of any  Default or Event of  Defaults,  other than the  Current  Defaults
under the Loan Agreement or other Loan  Documents or any of Lender's  rights and
remedies in respect  thereof.  This Amendment  (together with any other document
executed  in  connection  herewith)  is not  intended  to be,  nor  shall  it be
construed as, a novation of the Loan Agreement or any right or obligation of any
party thereunder.

                                       8
<PAGE>

      15.  Governing Law. This  Amendment  shall be governed by and construed in
accordance with the internal laws of the State of Illinois.

      16.  Headings.  Section  headings  in  this  Amendment  are  included  for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.

      17. Counterparts. This Amendment may be executed in counterparts, and both
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.

                     (SIGNATURES APPEAR ON FOLLOWING PAGES)

                                       9
<PAGE>

      Signature Page to Amendment No. 1, Joinder and Consent to Amended and
             Restated Loan and Security Agreement - Revolving Loans

      IN WITNESS WHEREOF,  the parties have caused this Amendment to be executed
as of the date first written above.

                                    LENDER:

                                    BRIDGE HEALTHCARE FINANCE, LLC,
                                    a Delaware limited liability company


                                    By:  /s/ Kim Gordon
                                         -------------------
                                         Kim Gordon
                                         Executive Vice President
                                         Chief Credit Officer

<PAGE>

      Signature Page to Amendment No. 1, Joinder and Consent to Amended and
             Restated Loan and Security Agreement - Revolving Loans

EXISTING BORROWERS:                  CRDENTIA CORP.,
                                     a Delaware corporation

                                     By: /s/ James D. Durham
                                         ------------------
                                         James D. Durham
                                         Chief Executive Officer

                                     BAKER ANDERSON CHRISTIE, INC.,
                                     a California corporation

                                     By: /s/ James D. Durham
                                         ------------------
                                         James D. Durham
                                         Chief Executive Officer

                                     NURSES NETWORK, INC.,
                                     a California corporation

                                     By: /s/ James D. Durham
                                         ------------------
                                         James D. Durham
                                         Chief Executive Officer

                                     NEW AGE STAFFING, INC.,

                                     a Delaware corporation

                                     By: /s/ James D. Durham
                                         ------------------
                                         James D. Durham
                                         Chief Executive Officer

                                     PSR NURSES, LTD.,
                                     a Texas limited partnership

                                     By: PSR NURSE RECRUITING, INC.
                                     Its: General Partner

                                     By: /s/ James D. Durham
                                         ------------------
                                         James D. Durham
                                         Chief Executive Officer

<PAGE>
      Signature Page to Amendment No. 1, Joinder and Consent to Amended and
             Restated Loan and Security Agreement - Revolving Loans

                                    PSR NURSE RECRUITING, INC.,
                                    a Texas corporation

                                    By: /s/ James D. Durham
                                        ------------------
                                        James D. Durham
                                        Chief Executive Officer

                                    PSR NURSES HOLDINGS CORP.,
                                    a Texas corporation

                                    By: /s/ James D. Durham
                                        ------------------
                                        James D. Durham
                                        Chief Executive Officer

                                    CRDE CORP.,
                                    a Delaware corporation

                                    By: /s/ James D. Durham
                                        ------------------
                                    Name:
                                    Title:

                                    ARIZONA HOME HEALTH CARE/PRIVATE DUTY, INC.,
                                    an Arizona corporation

                                    By: /s/ James D. Durham
                                        ------------------
                                    Name:
                                    Title:

                                    CARE PROS STAFFING, INC.,
                                    a Texas corporation

                                    By: /s/ James D. Durham
                                        ------------------
                                    Name:
                                    Title:

<PAGE>

      Signature Page to Amendment No. 1, Joinder and Consent to Amended and
             Restated Loan and Security Agreement - Revolving Loans

NEW BORROWERS:                      HIP HOLDING, INC.,
                                    a Delaware corporation

                                    By: /s/ James D. Durham
                                        ------------------
                                    Name:
                                    Title:

                                    HEALTH INDUSTRY PROFESSIONALS, L.L.C.
                                    a Michigan limited liability company


                                    By: /s/ James D. Durham
                                        ------------------
                                    Name:
                                    Title:

                                    TRAVMED USA, INC., a North Carolina
                                    corporation

                                    By: /s/ James D. Durham
                                        ------------------
                                    Name:
                                    Title:


<PAGE>

                                    EXHIBIT A

                                Current Defaults

1.   Section 14(c) - Minimum EBITDA. Failure of Borrowers to maintain EBITDA, on
     a Crdentia Proper Consolidated Basis, at an amount equal to or greater than
     $1,875 for the month ended November 30, 2004.

2.   Section 14(c) - Minimum EBITDA. Failure of Borrowers to maintain EBITDA, on
     a Crdentia Proper Consolidated Basis, at an amount equal to or greater than
     $39,212 for the month ended December 31, 2004.

3.   Section 14(d) - Acquisition Subsidiary Debt Service Coverage Ratio. Failure
     of Borrowers to maintain an Acquisition  Subsidiary  Debt Service  Coverage
     Ratio of at least 1.50 to 1.00 for the fiscal quarter  ending  December 31,
     2004.

4.   Section 14(e) - Acquisition  Subsidiary  Debt  Leverage  Ratio.  failure of
     Borrowers to maintain an Acquisition  Subsidiary Debt Leverage Ratio of 4.0
     to 1.0 or less for the fiscal quarter ending December 31, 2004.

5.   Section  14(f) -  Acquisition  Subsidiary  Term Loan Debt  Leverage  Ratio.
     failure of Borrowers to maintain an Acquisition  Subsidiary  Term Loan Debt
     Leverage  Ratio  of 2.50  to 1.0 or less  for  the  fiscal  quarter  ending
     December 31, 2004.

6.   Section 14(g) - Capital  Expenditures  Limitation.  Failure of Borrowers to
     not make  Capital  Expenditures  in excess of $200,000  for the 2004 Fiscal
     Year.

7.   Section  14(h) - Capital  Lease  Obligations.  Failure of  Borrowers to not
     incur operating lease obligations in excess of $100,000 for the 2004 Fiscal
     Year.

8.   Section 14(b) - Senior Debt Service Coverage Ratio. Failure of Borrowers to
     maintain a Senior Debt Service  Coverage Ratio of at least 1.00 to 1.00 for
     the month ending January 31, 2005.

                                       A-1
<PAGE>

                                    EXHIBIT B

                               Document Checklist


                     BRIDGE HEALTHCARE FINANCE, LLC ("BHF")
                     BRIDGE OPPORTUNITY FINANCE, LLC ("BOF")
                    (BHF and BOF collectively, the "Lender")

                                      with

                           Crdentia Corp. ("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. ("CRDE")
              Arizona Home Health Care/Private Duty, Inc. ("AHHC")
                        Care Pros Staffing, Inc. ("CPS")
    (each an "Existing Borrower", and collectively, the "Existing Borrowers")

                            HIP Holding, Inc. ("HIP")
                Health Industry Professionals, L.L.C. ("HIP LLC")
                          Travmed USA, Inc. ("Travmed")
         (each a "New Borrower", and collectively, the "New Borrowers")
      (Each Existing Borrower and New Borrower referred to individually and
                           collectively as "Borrower")

     Amendment No. 1 to Amended and Restated Revolving Loan Credit Facility
                                       and
                  Amendment No. 2 to Term Loan Credit Facility

                               Document Checklist

                                 March 29, 2005


                                       2
<PAGE>

I. Deal Team

Borrowers                         Crdentia Corp.
("B")                             14114 Dallas Parkway, Suite 600
                                  Dallas, Texas 75254
                                  Tel:  (800) 803-1777
                                  Fax:  (972) 392-2722

                                  Attn:  James TerBeest
                                  Title:  Chief Financial Officer
                                  Tel:  (972) 850-0780
                                  E-Mail:  jterbeest@crdentia.com

Borrower Counsel:                 Kane, Russell, Coleman & Logan, P.C.
("BC")                            3700 Thanksgiving Tower
                                  1601 Elm Street

                                  Dallas, Texas 75201
                                  Rick Stark, Esq.
                                  Tel:  (214) 777-4260
                                  Fax:  (214) 777-4299
                                  E-Mail:  rstark@krcl.com

Lender:                           Bridge Healthcare Finance, LLC
("L")                             Bridge Opportunity Finance, LLC
                                  233 South Wacker Drive, Suite 5350
                                  Chicago, Illinois 60606

                                  Attn:  Shawn Andrews
                                  Tel:     (312) 334-4452
                                  Mobile:  (312) 282-3614
                                  E-Mail:  sandrews@bridgehcf.com

                                       3
<PAGE>

Counsel to Lender:                Vedder, Price, Kaufman & Kammholz, P.C.
("CL")                            222 N. LaSalle Street
                                  Chicago, Illinois  60601
                                  Tel:     (312) 609-7500
                                  Fax:     (312) 609-5005

                                  Thomas Schnur, Esq.
                                  Dir:     (312) 609-7715
                                  E-Mail   tschnur@vedderprice.com

                                  A.J. Gable,  Esq.
                                  Dir:     (312) 609-7852
                                  E-Mail:  agable@vedderprice.com

                                  Diana Schoendorff, Paralegal
                                  Dir:     (312) 609-7859
                                  E-Mail:  dschoendorff@vedderprice.com


                                        4
<PAGE>

II.    Initial Deliveries                                     Responsible Party
                                                              -----------------

      A.    Due Diligence

            1.    All financial information, documents                 B/BC
                  and related deliveries with respect
                  to each of the following (including
                  each respective target entity related
                  thereto):

                  a.    HIP Holding, Inc.
                  b.    Travmed USA, Inc.

            2.    All acquisition and merger documents,                B/BC
                  including all schedules, exhibits and
                  other documents related thereto,
                  together with all contingent payment
                  documents and all seller/subordinated
                  promissory notes:

                  a.    HIP Holding, Inc.
                  b.    Travmed USA, Inc.

            3.    Executed and complete Information                    B/BC
                  Certificate, including all documents
                  and schedules requested therein, with
                  respect to each target entity for the
                  following:

                  a.    HIP Holding, Inc.
                  b.    Travmed USA, Inc.

            4.    UCC, Tax Lien and Judgment Searches                  CL
                  with respect to each of the following

                  a.    HIP Holding, Inc./Health
                        Industry Professionals, LLC
                  b.    Travmed USA, Inc.

III.   Financing Documentation

      A.    Loan Documentation

            5.    Amendment No. 1, Joinder and Consent                 CL
                  to Amended and Restated
                  Loan and Security Agreement -
                  Revolving Loans (BHF)

            6.    Schedules to Amended and Restated                     BC
                  Loan and Security Agreement -
                  Revolving Loans to reflect New
                  Borrowers
                                                                       CL
            7.    Amendment No. 2, Joinder and Consent
                  to Loan and Security Agreement - Term
                  Loan (BOF)                                           BC

            8.    Schedules to Loan and Security                       BC
                  Agreement - Term Loan to reflect New
                  Borrowers


                          B-1
<PAGE>


            9.    Amended and Restated Revolving Note                  CL
                                                                       CL
            10.   Amended and Restated Term Note

            11.   Joinder and Amendment to Stock Pledge                CL
                  Agreement re: CRDE Corp. pledge of
                  stock of HIP Holding, Inc., Travmed
                  USA, Inc., and pledge of HIP Holding,
                  Inc. of Health Industry
                  Professionals, L,L.C., together with:

                  a.    Original Stock Certificates                    B
                  b.    Amendment to HIP LLC Operating                 B
                        Agreement which includes LLC
                        Pledge insert language
                  c.    Stock Powers                                   B

            12.   Assignment of Undertakings under the
                  Plan and Agreement of  Reorganization
                  with respect to:

                  a.    HIP Holding, Inc. Acquisition
                  b.    Travmed USA, Inc. Acquisition

            13.   Deposit Account Control Agreement for                CL
                  the following bank accounts

                  a.    Wachovia
                  b.    Monroe Bank and Trust
                  c.    Branch Banking and Trust
                        Company

            14.   Officer's Certificate re: Acquisition                CL
                  Documents and Subordination Agreement

            15.   Subordination and Standstill                         CL/Form
                  Agreement (re: Travmed seller
                  shareholder debt)

                  a.    Promissory Note of Travmed in
                        favor of Robert Litton
                  b.    Promissory Note of Travmed in
                        favor of Steve Williams

            16.   Payment Direction Letter                             CL/B

      B.    Insurance Documentation

            17.   Evidence of Insurance for New                        B/BC
                  Borrowers

      C.    Third Party Documentation

            18.   Landlord Consent, together with                      BC
                  copies of the Lease Agreement,
                  legal description, and name and
                  address of fee owner, for each of the
                  following leased locations:

                  a.    2011 Oak Street, Wyandotte, MI
                        48192
                  b.    1815 Coffey Point Drive, Suite
                        100, Charlotte, NC 28217

                           2
<PAGE>

            19.   Payoff Letter or Authorization to                    BC
                  file UCC Termination Statements

                  a.    Monroe Bank and Trust (HIP 2
                        outstanding secured loans)
                  b.    Grandsouth Bank (Travmed)
                  c.    Branch Banking and Trust
                        Company (Travmed)
                  d.    Capital Tempfunds, Inc.
                        (Travmed)

            20.   Authorization to file UCC-3                          BC
                  Termination Statements against UCC
                  financing statement filings in favor
                  of MedCap Partners L.P.

            21.   Legal Opinion                                        BC

IV.  UCC Matters

            22.   UCC Pre-Closing Authorization,                       CL
                  together with UCC-1 Financing
                  Statements
                                                                       B/BC
                  a.    HIP Holding, Inc. - Delaware
                  b.    Health Industry Professionals,
                        LLC - Michigan
                  c.    Travmed USA, Inc. - North
                        Carolina IV.

V. Corporation Authorization

            23.   Good Standing Certificates

                  a.    HIP Holding, Inc.                              BC
                        Delaware
                  b.    Health Industry Professionals,
                        LLC
                        Michigan
                  c.    Travmed USA, Inc.
                        North Carolina

            24.   Certificate of Secretary, together                   BC
                  with (i) Certified
                  Certificate/Articles of
                  Incorporation, (ii) By-Laws, and
                  (iii) Borrowing resolutions

                  a.    HIP Holding, Inc.
                  b.    Health Industry Professionals,
                        LLC
                  c.    Travmed USA, Inc.

                           3
<PAGE>

VI.    Other Documents

            25.   HIP Holding, Inc. Acquisition

                  a.    Copies of all of the                           B/BC
                        Acquisition Documents,
                        certified as true and complete
                        by an officer of such New
                        Borrower
                  b.    Certificate of Merger
                  c.    Evidence of Pre-Clearance from
                        Secretary of State

            26.   Travmed USA, Inc. Acquisition

                  a.    Copies of all of the                           B/BC
                        Acquisition Documents,
                        certified as true and complete
                        by an officer of such New
                        Borrower
                  b.    Certificate of Merger
                  c.    Evidence of Pre-Clearance from
                        Secretary of State

            27.   Post Closing Agreement

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>8
<FILENAME>v015466_ex10-29.txt
<TEXT>

                                                                   EXHIBIT 10.29


                     AMENDMENT NO. 2, JOINDER AND CONSENT TO
                     LOAN AND SECURITY AGREEMENT - TERM LOAN

                           DATED AS OF MARCH 29, 2005

                                     BETWEEN

                         BRIDGE OPPORTUNITY FINANCE, LLC

                                   AS LENDER,

                                       AND

                           CRDENTIA CORP. ("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. ("CRDE")
              ARIZONA HOME HEALTH CARE/PRIVATE DUTY, INC. ("AHHC")
                     CARE PROS STAFFING, INC. ("CARE PROS")
                            HIP HOLDING, INC. ("HIP")
                HEALTH INDUSTRY PROFESSIONALS, L.L.C. ("HIP LLC")
                          TRAVMED USA, INC. ("TRAVMED")

                                   AS BORROWER


<PAGE>

                   AMENDMENT NO. 2, JOINDER AND CONSENT TO

                   LOAN AND SECURITY AGREEMENT - TERM LOAN


      THIS AMENDMENT NO. 2 JOINDER AND CONSENT TO LOAN AND SECURITY AGREEMENT TO
LOAN AND SECURITY  AGREEMENT - TERM LOAN (this  "Amendment")  is made as of this
29th day of  March,  2005,  by and  among  Crdentia  Corp.  ("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. ("CRDE"),  Arizona Home Health Care/Private Duty, Inc. ("AHHC"), Care
Pros Staffing,  Inc.  ("Care Pros";  and together with Crdentia,  Baker,  Nurses
Network,  New Age, PSR Ltd., PSR  Recruiting,  PSR Holding,  CRDE, AHHC and Care
Pros each  individually  with its successors and assigns an "Existing  Borrower"
and jointly and  severally,  together  with their  successors  and assigns,  the
"Existing Borrowers"), HIP Holding, Inc. ("HIP"), Health Industry Professionals,
L.L.C.,  a Michigan  limited  liability  company  ("HIP LLC")  Travmed USA, Inc.
("Travmed";  and  together  with HIP and HIP  LLC,  each  individually  with its
successors and assigns,  a "New Borrower" and collectively with their successors
and assigns, "New Borrowers"; the Existing Borrowers and the New Borrowers shall
be individually  and  collectively  referred to as the  "Borrower"),  and Bridge
Opportunity Finance, LLC (together with its successors and assigns, "Lender")

                                    RECITALS

      A. Pursuant to that certain Loan and Security  Agreement - Term Loan dated
as of August 31,  2004 by and  between  the  Existing  Borrowers  and Lender (as
amended, restated, supplemented and otherwise modified prior to the date hereof,
the "Loan  Agreement"),  Lender  hereby  agreed to make  available  to  Original
Borrowers  a  term  loan  of  up  to  $10,000,000  (as  amended,   modified  and
restructured  from time to time,  the "Term  Loan" or the  "Loan").  Capitalized
terms used but not defined in this  Amendment  shall have the meanings  that are
set forth in the Loan Agreement.

      B.  Crdentia  formed  CRDE,  a wholly owned  Subsidiary  of  Crdentia,  to
facilitate  certain  Permitted  Acquisitions.  Crdentia formed AHHC  Acquisition
Corporation   ("AHHC   Acquisition")  and  CPS  Acquisition   Corporation  ("CPS
Acquisition"), each a wholly owned Subsidiary of CRDE, for purposes of acquiring
certain Targets.  Pursuant to that certain  Agreement and Plan of Reorganization
dated as of August 31, 2004 by and among Crdentia, CRDE, AHHC Acquisition, AHHC,
and the former  shareholders of AHHC, AHHC Acquisition merged with and into AHHC
with AHHC being the  surviving  entity.  Pursuant to that certain  Agreement and
Plan of Reorganization dated as of August 31, 2004, by and among Crdentia, CRDE,
CPS Acquisition,  Care Pros and the former  shareholders of Care Pros, Care Pros
merged with and into CPS Acquisition  with CPS  Acquisition  being the surviving
entity and immediately upon such merger changed its name to "Care Pros Staffing,
Inc."

      C. HIP LLC is a wholly owned  subsidiary of HIP.  Pursuant to that certain
Agreement and Plan of  Reorganization  ("HIP Merger  Agreement")  dated the date
hereof by and among  Crdentia,  HIP  Acquisition  Corporation,  HIP, and certain
shareholders  of HIP, HIP will merge with and into HIP  Acquisition  Corporation
with HIP Acquisition Corporation being the surviving entity and immediately upon
such merger HIP Acquisition  Corporation  shall change its name to "HIP Holding,
Inc." (the "HIP Acquisition").  Immediately after the HIP Acquisition,  Crdentia
will  contribute  all of its  equity  interests  in HIP to CRDE.  After  the HIP
Acquisition and  contribution,  HIP LLC will be a wholly owned subsidiary of HIP
and HIP will be a wholly owned subsidiary of CRDE.

                                       1
<PAGE>

      D. Pursuant to that Agreement and Plan of Reorganization  ("Travmed Merger
Agreement")  dated  the  date  hereof  by  and  among  Crdentia,  CRDE,  Travmed
Acquisition  Corporation,  Travmed and certain shareholders of Travmed,  Travmed
Acquisition Corporation will merge with and into Travmed, with Travmed being the
surviving  entity  (the  "Travmed  Acquisition").  As a  result  of the  Travmed
Acquisition, Travmed will be a wholly owned subsidiary of CRDE.

      E. Borrower has requested  that the New Borrowers be added as  co-obligors
under the Loan Agreement,  the Loan and all other Loan  Documents,  on the terms
and conditions set forth below.  In addition to this Amendment and the documents
required  hereunder,  New  Borrowers and Existing  Borrowers  shall execute that
certain Amended and Restated Term Note of even date herewith.

      F. Borrower  further has requested that Lender consent to (i) the issuance
of additional common stock of Crdentia to certain former shareholders of HIP and
(ii) the HIP Acquisition and the Travmed Acquisition.

      G. Whereas, it is the intent of the parties hereto, based on the facts and
circumstances  existing as of the date hereof, to enter into an amendment to the
Loan  Agreement   subsequent  hereto  to  address  the  following  issues:   (i)
elimination  of the  two-tiered  financial  reporting  of Borrowers in which the
Borrowers provide financial  reporting on a Crdentia Proper  Consolidated  Basis
and an Acquisition  Subsidiary  Consolidated  Basis and replacing such financial
reporting with a single-tier  consolidated  report which shall include  Crdentia
and all of its direct and indirect  subsidiaries on a consolidated  basis,  (ii)
changing  the  measurements  to the  existing  financial  covenants,  and  (iii)
increasing the cap on the limit of the aggregate amount of unbilled Accounts.

      H. The parties now desire to amend the Loan  Agreement  to provide,  among
other things,  the addition of New Borrowers to the Loan  Agreement and the Loan
and to otherwise amend the Loan Agreement,  all in accordance with the terms and
conditions set forth below.

      NOW,  THEREFORE,  in  consideration  of  the  foregoing,   the  terms  and
conditions   set  forth  in  this   Amendment,   and  other  good  and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Lender and Borrower hereby agree as follows:

      1. Amendments to Loan Agreement.

      1.1 Addition of New  Borrowers;  Borrowing  Base.  Existing  Borrowers and
Lender agree that New Borrowers  shall from and hereafter be deemed a "Borrower"
for all purposes of the Loan  Agreement and other Loan  Documents.  Accordingly,
each New Borrower hereby agrees to be bound by all of the conditions, covenants,
representations,  warranties,  and  other  agreements  set  forth  in  the  Loan
Agreement and the other Loan  Documents,  and hereby agrees to promptly  execute

                                       2
<PAGE>

all further  documentation  required by Lender to be executed by New  Borrowers,
consistent with the terms of the Loan Agreement.  Borrower  covenants and agrees
to execute  and  deliver  to Lender an  amended  and  restated  promissory  note
executed by Borrower.  Notwithstanding the foregoing,  Borrower acknowledges and
agrees that,  as of the date hereof,  Lender has not completed its due diligence
of New  Borrowers,  and  therefore,  the Accounts of New Borrowers  shall not be
deemed to be Eligible Accounts (as defined in the Revolving Loan Agreement), and
consequently,  such Accounts  shall not be included in the  Revolving  Borrowing
Base  Amount (as  defined in the  Revolving  Loan  Agreement),  unless and until
Lender has determined,  in its sole and absolute discretion, to include each New
Borrower's  Accounts,  or a portion  thereof,  in the Revolving  Borrowing  Base
Amount;  provided that Lender shall act  reasonably in exercising its discretion
in  determining  whether  or not  to  include  such  Accounts  in the  Revolving
Borrowing Base Amount.

      1.2 Section 5(h).  Section 5(h) of the Loan Agreement is hereby amended by
deleting  therefrom  the phrase  "or any  Replacement  Revolving  Lender" in the
second parenthetical of the first sentence.

      1.3 Section  10(f).  Section 10(f) of the Loan Agreement is hereby deleted
in its entirety and replaced with the following:

            "(f) Notwithstanding  anything in this Agreement to the contrary, if
            the funding  obligations  of BHF under the Revolving  Loan Agreement
            terminates  for any reason  (whether  by  voluntary  termination  by
            Borrowers,  by reason of the  occurrence  of an Event of  Default or
            otherwise)  prior to the  expiration of the Term of this  Agreement,
            the entire  principal  balance,  together  with  accrued  and unpaid
            interest on any  Obligations  under this Agreement and all Revolving
            Loan Obligations then outstanding,  including, without limitation, a
            prepayment  fee equal to (i) the Make  Whole  Amount  due under this
            Agreement,  and (ii) the Make Whole  Amount due under the  Revolving
            Loan  Agreement,  shall  be  immediately  due  and  payable  on  the
            effective date of such termination.  Notwithstanding  the foregoing,
            in the event that Borrower  prepays the Revolving  Loan  Obligations
            under  the  Revolving  Loan  Agreement  solely  as a  result  of the
            circumstances  described  in  Section  10(e) of the  Revolving  Loan
            Agreement,  the prepayment of the  Obligations  under this Agreement
            shall be prepaid without payment of any prepayment fee, and Borrower
            shall not have to pay (I) a  prepayment  fee equal to the Make Whole
            Amount under this Agreement,  nor (II) a prepayment fee equal to the
            Make Whole Amount under the Revolving Loan Agreement."

      1.4 Section  12(b)(viii).  Section  12(b)(vii)  of the Loan  Agreement  is
hereby deleted in its entirety and replaced with the following:

            "(vii)  Subordinated Debt.  Promptly advise Lender of any default or
            any event  which,  with the  giving  of notice or lapse of time,  or
            both, would constitute a default, under any subordination  agreement
            relative to  Subordinated  Debt,  or any  agreement,  instrument  or
            document  evidencing  or relating to any  Subordinated  Debt,  and a
            certificate  of a  authorized  officer of  Borrower  specifying  the
            nature  thereof  and  Borrower's   proposed  response  thereto,   in
            reasonable  detail;  provided that Borrower shall immediately advise
            Lender of a Travmed Subordinated Debt Default."

                                       3
<PAGE>

      1.5 Section  13(l).  Section 13 of the Loan Agreement is hereby amended by
adding a new Section 13(l) immediately after Section 13(k) as follows:

            "(l)  Payments  to Travmed.  Immediately  upon the  occurrence  of a
      Travmed  Subordinated Debt Default,  (i) Borrower shall not, and shall not
      permit any Subsidiary or Affiliate to,  directly or  indirectly,  make any
      payment (including the payment of any proceeds of a Loan or the payment of
      proceeds of any Collateral) to Travmed, and (ii) BHF shall have no further
      obligation  to make any Loans  against the accounts  receivable of Travmed
      and all accounts  receivable of Travmed shall be immediately  removed from
      the Revolving Borrowing Base Amount.."

      1.6 Section  15(q).  Section 15 of the Loan Agreement is hereby amended by
adding a new Section 15(q) immediately after Section 15(p) as follows:

          "(q)  Breach  of  Certain  Obligations.  Notwithstanding  anything  in
          Section   15(d)  to  the  contrary,   the   occurrence  of  a  Travmed
          Subordinated Debt Default."

      1.7 Annex I - Defined Terms.

            (a)  Replacement   Revolving  Loan  Agreement.   The  definition  of
      "Replacement  Revolving  Loan  Agreement"  in Annex - Defined Terms of the
      Loan  Agreement  is hereby  deleted in its  entirety  and  replace in lieu
      thereof with the following:

            ""Replacement Revolving Loan Agreement" The term "Replacement
            Revolving Loan Agreement is hereby deleted and each reference in the
            Term Loan Agreement to a "Replacement Revolving Loan Agreement"
            shall be deleted."

            (b)  Travmed   Subordinated  Debt.  A  new  defined  term,  "Travmed
      Subordinated  Debt",  is  added  to  Annex I -  Defined  Terms of the Loan
      Agreement in alphabetical order to read as follows:

            ""Travmed Subordinated Debt" shall mean the Indebtedness of Borrower
            owed to Robert Litton, Steve Williams, or any other Person,
            including all of their respective successors and assigns, which is
            in connection with the acquisition by Borrower of Travmed USA, Inc."

            (c) Travmed  Subordinated Debt Default. A new defined term, "Travmed
      Subordinated  Debt  Default",  is added to Annex I - Defined  Terms of the
      Loan Agreement in alphabetical order to read as follows:

            """Travmed Subordinated Debt Default" shall mean a "Default" as
            defined in any of the Travmed Subordinated Notes."

                                       4
<PAGE>

            (d)  Travmed  Subordinated  Notes.  A  new  defined  term,  "Travmed
      Subordinated  Notes",  is  added to  Annex I -  Defined  Terms of the Loan
      Agreement in alphabetical order to read as follows:

            ""Travmed Subordinated Notes" shall mean (i) that certain
            Subordinated Promissory Note dated as of March 28, 2005, issued by
            Crdentia in favor of Robert Litton (including all of his successors
            and assigns) in the original principal amount of $1,607,745, and
            (ii) that certain Subordinated Promissory Note dated as of March 28,
            2005, issued by Crdentia in favor of Robert Litton (including all of
            his successors and assigns) in the original principal amount of
            $1,607,745."

      2. Consent to HIP Acquisition and Travmed Acquisition. Effective as of the
date of  this  Amendment  and  subject  to the  satisfaction  of the  conditions
precedent  set forth in Section 8 below,  as of the date of this  Amendment  the
parties  hereby agree that  notwithstanding  the  provisions of Section 2(b) and
Section  13(c)(i) of the Loan Agreement,  (a) Borrowers may acquire HIP Holding,
Inc. pursuant to the terms and provisions of the HIP Merger  Agreement,  and (b)
Borrowers  may acquire  Travmed USA,  Inc. and  Borrowers  shall be permitted to
issue  shares  of its  common  stock to Carl  Michael  Emery  and  Mathew  James
Cahillane pursuant to the terms of the Travmed Merger Agreement.

      3. Specific Waiver to Loan Agreement.  Borrowers  hereby  acknowledge that
certain  Events of  Default  have  occurred  and are  continuing  under the Loan
Agreement as  specifically  set forth on Exhibit A attached hereto (the "Current
Defaults").  Lender hereby waives,  effective as of the date of this  Amendment,
the Current  Defaults.  The foregoing waiver is expressly  limited to the period
stated for each  respective  Current  Default and shall not affect any breach of
any of the provisions of the Loan Agreement for any other period,  and shall not
be deemed or otherwise  construed to constitute a waiver of any Default or Event
of Default  arising out of any other failure of the Borrowers to comply with any
of the terms of the Loan Agreement.

      4. Grant by New Borrowers of Security Interest.  To induce Lender to enter
into this  Agreement,  each New  Borrower  hereby  grants to Lender a continuing
first priority lien on and security  interest in, upon,  and to the  Collateral,
pursuant to and in accordance with the terms of Section 5 of the Loan Agreement.

      5. Enforceability. This Amendment constitutes the legal, valid and binding
obligation of New  Borrowers,  and is  enforceable  against each New Borrower in
accordance with its terms.

      6.  Confirmation  of  Representations  and  Warranties.  Each New Borrower
hereby (a) confirms that all of the  representations and warranties set forth in
Section 11 of the Loan  Agreement  are true and correct with respect to such New
Borrower, (b) covenants to perform its obligations under the Loan Agreement, and
(c)  specifically  represents  and  warrants  to  Lender  that it has  good  and
marketable title to all of its respective Collateral, free and clear of any lien
(other than Permitted  Liens) or security  interest in favor of any other person
or  entity.  Each  Existing  Borrower  hereby  (x)  confirms  that  all  of  the
representations and warranties set forth in Section 11 of the Loan Agreement are
true and  correct  with  respect to such  Borrower  as of the date  hereof,  (y)
covenants  to  perform  its  obligations  under  the  Loan  Agreement,  and  (z)
specifically  represents  and warrants to Lender that it has good and marketable
title to all of its  respective  Collateral,  free and clear of any lien  (other
than  Permitted  Liens) or  security  interest  in favor of any other  person or
entity.

                                       5
<PAGE>

      7. Organizational  Authority. (i) The execution,  delivery and performance
by each  Borrower  to this  Amendment  are within its  respective  corporate  or
similar  powers and have been duly  authorized  by all  necessary  corporate  or
similar action,  (ii) this Amendment is the legal,  valid and binding obligation
of each Borrower  enforceable in accordance with its terms and (iii) neither the
execution,  delivery  or  performance  by each  Borrower of this  Amendment  (1)
violates any law or regulation, or any other or decree of any Governmental Body,
(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 such
Person  is a party or by which  such  Person  or any of its  property  is bound,
except for conflicts with  agreements,  contracts or other documents which would
not have a Material Adverse Effect on the Borrowers, (3) results in the creation
or  imposition  of  any  Lien  (other  than  Permitted  Liens)  upon  any of the
Collateral,  (4) violates or conflicts  with the articles of  incorporation  (or
articles of formation), bylaws (or operating agreement), or other organizational
documents of such Person, or (5) requires the consent, approval or authorization
of, or declaration  or filing with,  any other Person,  except for those already
duly obtained.

      8. Conditions Precedent. The effectiveness of this Amendment is subject to
the  delivery of each of the  following  documents,  each in form and  substance
satisfactory to Lender:

            (a)  This   Amendment,   in  four  (4)   fully   executed   original
      counterparts.

            (b) Amended and  Restated  Revolving  Note and Amended and  Restated
      Term Note.

            (c) Payoff  Letter from Monroe  Bank and Trust,  Capital  Tempfunds,
      Inc.,  First  Union  Commercial  Corporation,  Grandsouth  Bank and Branch
      Banking and Trust Company.

            (d)  Subordination  Agreement  executed  by Robert  Litton and Steve
      Williams.

            (e)  Executed  Pre-Closing   Authorization  to  File  UCC  Financing
      Statements authorizing Lender to file UCC financing statements against New
      Borrowers.

            (f)  Executed HIP Merger  Agreement  and Travmed  Merger  Agreement,
      Certificates of Merger,  and evidence of pre-clearance of such merger from
      the applicable Secretary of State.

            (g) Copy of the updated Schedules to the Loan Agreement, as provided
      in Section 9 below.

                                       6
<PAGE>

            (h) Such other  documents,  instruments and agreements as Lender may
      request pursuant to this Amendment, including, without limitation, all the
      documents set forth on Exhibit B attached hereto and made a part hereof.

      9. Updated  Schedules.  As a condition  precedent to Lender's agreement to
enter into this  Amendment,  and in order for this  Amendment  to be  effective,
Borrower  shall  revise,  update and deliver to Lender all Schedules to the Loan
Agreement to (a) reflect updated and accurate  information  with respect to each
New  Borrower,  and (b) update all other  information  as  necessary to make the
Schedules previously delivered correct. Borrowers hereby represents and warrants
that the information set forth on the attached  Schedules is true and correct as
of the date of this Agreement.  The attached  Schedules are hereby  incorporated
into the Loan Agreement as if originally set forth therein.

      10. Costs and Expenses.  Borrowers  shall be  responsible,  as provided in
Section 4(b)(iv) of the Loan Agreement, for the payment of all fees and expenses
of  Lender  incurred  in  connection  with  this  Amendment,   the  transactions
contemplated  hereby,  and  all  documents  related  thereto.   Borrower  hereby
authorizes  Lender to charge  such costs and  expenses  to the loan  accounts of
Borrowers.

      11. Release.  Borrower hereby fully,  finally,  and absolutely and forever
releases  and  discharges  Lender and each of its present and former  directors,
shareholders,  officers,  employees,  agents,  representatives,  successors  and
assigns,  and their separate and  respective  heirs,  personal  representatives,
successors  and  assigns,  from any and all actions,  causes of action,  claims,
debts, damages, demands,  liabilities,  obligations, and suits, of whatever kind
or  nature,  in law or equity of  Borrower,  whether  now  known or  unknown  to
Borrower,  and  whether  contingent  or  matured:  (a) in  respect  of the  Loan
Agreement, the other Loan Documents,  this Amendment,  the HIP Acquisition,  the
Travmed Acquisition,  and any actions or omissions of Lender in respect thereof,
and (b) arising from events occurring prior to the date of this Amendment.

      12. Reference to the Effect on the Loan Agreement.  Upon the effectiveness
of this  Amendment,  each reference in the Loan  Agreement to "this  Agreement,"
"hereunder,"  "hereof,"  "herein" or words of similar import shall mean and be a
reference to the Loan Agreement as amended by this Amendment.

      13.  Affirmation.  Except as  specifically  amended  pursuant to the terms
hereof,  the Loan  Agreement,  and all other Loan  Documents (and all covenants,
terms,  conditions  and  agreements  therein),  shall  remain in full  force and
effect,  and are hereby  ratified  and  confirmed  in all  respects by Borrower.
Borrower  covenants  and agrees to comply with all of the terms,  covenants  and
conditions of the Loan Agreement,  as amended hereby,  notwithstanding any prior
course of conduct,  waivers (other than those specific  written waivers executed
by Lender and Existing  Borrowers  prior to the date hereof),  releases or other
actions or inactions on Lender's  part which might  otherwise  constitute  or be
construed as a waiver of or amendment to such terms, covenants and conditions.

      14. No Waiver or Novation.  The execution,  delivery and  effectiveness of
this  Amendment  shall not,  except as  expressly  provided  in this  Amendment,
operate as a waiver of any right,  power or remedy of Lender,  nor  constitute a
waiver of any  Default or Event of Default,  other than the Current  Defaults or
any  provision  of the Loan  Agreement,  the other Loan  Documents  or any other
documents,  instruments and agreements  executed or delivered in connection with

                                       7
<PAGE>

any of the  foregoing.  Nothing  herein is intended or shall be  construed  as a
waiver of any Default or Event of Default, other than the Current Defaults under
the Loan  Agreement  or other  Loan  Documents  or any of  Lender's  rights  and
remedies in respect  thereof.  This Amendment  (together with any other document
executed  in  connection  herewith)  is not  intended  to be,  nor  shall  it be
construed as, a novation of the Loan Agreement or any right or obligation of any
party thereunder.

      15.  Governing Law. This  Amendment  shall be governed by and construed in
accordance with the internal laws of the State of Illinois.

      16.  Headings.  Section  headings  in  this  Amendment  are  included  for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.

      17. Counterparts. This Amendment may be executed in counterparts, and both
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.

                     (SIGNATURES APPEAR ON FOLLOWING PAGES)

                                       8
<PAGE>

             Signature Page to Amendment No. 2, Joinder and Consent
                   to Loan and Security Agreement - Term Loan

      IN WITNESS WHEREOF,  the parties have caused this Amendment to be executed
as of the date first written above.

                                    LENDER:

                                    BRIDGE OPPORTUNITY FINANCE, LLC,
                                    a Delaware limited liability company


                                    By: /s/ Randy Abrahams
                                        -------------------
                                            Randy Abrahams
                                            Chief Executive Officer

<PAGE>

             Signature Page to Amendment No. 2, Joinder and Consent
                   to Loan and Security Agreement - Term Loan

EXISTING BORROWERS:                  CRDENTIA CORP.,
                                     a Delaware corporation

                                     By: /s/ James D. Durham
                                         ---------------------
                                             James D. Durham
                                             Chief Executive Officer

                                     BAKER ANDERSON CHRISTIE, INC.,
                                     a California corporation

                                     By: /s/ James D. Durham
                                         -------------------
                                             James D. Durham
                                             Chief Executive Officer

                                     NURSES NETWORK, INC.,
                                     a California corporation

                                     By: /s/ James D. Durham
                                         -------------------
                                             James D. Durham
                                             Chief Executive Officer

                                     NEW AGE STAFFING, INC.,
                                     a Delaware corporation

                                     By: /s/ James D. Durham
                                         -------------------
                                             James D. Durham
                                             Chief Executive Officer

<PAGE>

             Signature Page to Amendment No. 2, Joinder and Consent
                   to Loan and Security Agreement - Term Loan

                                     PSR NURSES, LTD.,
                                     a Texas limited partnership

                                     By: PSR NURSE RECRUITING, INC.
                                     Its: General Partner

                                     By: /s/ James D. Durham
                                         ------------------
                                             James D. Durham
                                             Chief Executive Officer

                                     PSR NURSE RECRUITING, INC.,
                                     a Texas corporation

                                     By: /s/ James D. Durham
                                         ------------------
                                             James D. Durham
                                             Chief Executive Officer

                                     PSR NURSES HOLDINGS CORP.,
                                     a Texas corporation

                                     By: /s/ James D. Durham
                                         ------------------
                                             James D. Durham
                                             Chief Executive Officer

                                     CRDE CORP.,
                                     a Delaware corporation

                                     By: /s/ James D. Durham
                                         ------------------
                                     Name:
                                     Title:


<PAGE>

             Signature Page to Amendment No. 2, Joinder and Consent
                   to Loan and Security Agreement - Term Loan

                                   ARIZONA HOME HEALTH CARE/PRIVATE DUTY, INC.,
                                   an Arizona corporation

                                   By: /s/ James D. Durham
                                         ------------------
                                   Name:
                                   Title:

                                   CARE PROS STAFFING, INC.,
                                   a Texas corporation

                                   By: /s/ James D. Durham
                                       ------------------
                                   Name:
                                   Title:


<PAGE>
             Signature Page to Amendment No. 2, Joinder and Consent
                   to Loan and Security Agreement - Term Loan

NEW BORROWERS:                     HIP HOLDING, INC.,
                                   a Delaware corporation

                                   By: /s/ James D. Durham
                                         ------------------
                                   Name:
                                   Title:

                                   HEALTH INDUSTRY PROFESSIONALS, L.L.C.
                                   a Michigan limited liability company

                                   By: /s/ James D. Durham
                                         ------------------
                                   Name:
                                   Title:

                                   TRAVMED USA, INC.,
                                   a North Carolina corporation

                                   By: /s/ James D. Durham
                                         ------------------
                                   Name:
                                   Title:


<PAGE>

                                    EXHIBIT A

                                Current Defaults

1.    Section 14(c) - Minimum EBITDA.  Failure of Borrowers to maintain  EBITDA,
      on a Crdentia Proper  Consolidated Basis, at an amount equal to or greater
      than $1,875 for the month ended November 30, 2004.

2.    Section 14(c) - Minimum EBITDA.  Failure of Borrowers to maintain  EBITDA,
      on a Crdentia Proper  Consolidated Basis, at an amount equal to or greater
      than $39,212 for the month ended December 31, 2004.

3.    Section  14(d) -  Acquisition  Subsidiary  Debt  Service  Coverage  Ratio.
      Failure of Borrowers to maintain an  Acquisition  Subsidiary  Debt Service
      Coverage  Ratio of at least  1.50 to 1.00 for the  fiscal  quarter  ending
      December 31, 2004.

4.    Section 14(e) - Acquisition  Subsidiary  Debt Leverage  Ratio.  failure of
      Borrowers to maintain an Acquisition Subsidiary Debt Leverage Ratio of 4.0
      to 1.0 or less for the fiscal quarter ending December 31, 2004.

5.    Section 14(f) -  Acquisition  Subsidiary  Term Loan Debt  Leverage  Ratio.
      failure of Borrowers to maintain an Acquisition  Subsidiary Term Loan Debt
      Leverage  Ratio  of 2.50 to 1.0 or less  for  the  fiscal  quarter  ending
      December 31, 2004.

6.    Section 14(g) - Capital Expenditures  Limitation.  Failure of Borrowers to
      not make  Capital  Expenditures  in excess of $200,000 for the 2004 Fiscal
      Year.

7.    Section  14(h) - Capital  Lease  Obligations.  Failure of Borrowers to not
      incur  operating  lease  obligations  in excess of  $100,000  for the 2004
      Fiscal Year.

8.    Section 14(b) - Senior Debt Service  Coverage Ratio.  Failure of Borrowers
      to maintain a Senior Debt Service  Coverage Ratio of at least 1.00 to 1.00
      for the month ending January 31, 2005.

                                      A-1
<PAGE>

                                    EXHIBIT B

                               Document Checklist
                               ------------------


                     BRIDGE HEALTHCARE FINANCE, LLC ("BHF")
                     BRIDGE OPPORTUNITY FINANCE, LLC ("BOF")

                    (BHF and BOF collectively, the "Lender")

                                      with

                           Crdentia Corp. ("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. ("CRDE")
              Arizona Home Health Care/Private Duty, Inc. ("AHHC")
                        Care Pros Staffing, Inc. ("CPS")
    (each an "Existing Borrower", and collectively, the "Existing Borrowers")

                            HIP Holding, Inc. ("HIP")
                Health Industry Professionals, L.L.C. ("HIP LLC")
                          Travmed USA, Inc. ("Travmed")
         (each a "New Borrower", and collectively, the "New Borrowers")
      (Each Existing Borrower and New Borrower referred to individually and
                           collectively as "Borrower")

     Amendment No. 1 to Amended and Restated Revolving Loan Credit Facility
                                       and
                  Amendment No. 2 to Term Loan Credit Facility

                               Document Checklist

                                 March 29, 2005

                                        2
<PAGE>

I.    Deal Team

Borrowers                         Crdentia Corp.
("B")                             14114 Dallas Parkway, Suite 600
                                  Dallas, Texas 75254
                                  Tel:  (800) 803-1777
                                  Fax:  (972) 392-2722

                                  Attn:  James TerBeest
                                  Title:  Chief Financial Officer
                                  Tel:  (972) 850-0780
                                  E-Mail:  jterbeest@crdentia.com

Borrower Counsel:                 Kane, Russell, Coleman & Logan, P.C.
("BC")                            3700 Thanksgiving Tower
                                  1601 Elm Street
                                  Dallas, Texas 75201

                                  Rick Stark, Esq.
                                  Tel:  (214) 777-4260
                                  Fax:  (214) 777-4299
                                  E-Mail:  rstark@krcl.com

Lender:                           Bridge Healthcare Finance, LLC
("L")                             Bridge Opportunity Finance, LLC
                                  233 South Wacker Drive, Suite 5350
                                  Chicago, Illinois 60606

                                  Attn:  Shawn Andrews
                                  Tel:     (312) 334-4452
                                  Mobile:  (312) 282-3614
                                  E-Mail:  sandrews@bridgehcf.com

                                        3
<PAGE>

Counsel to Lender:                Vedder, Price, Kaufman & Kammholz, P.C.
("CL")                            222 N. LaSalle Street
                                  Chicago, Illinois  60601
                                  Tel:     (312) 609-7500
                                  Fax:     (312) 609-5005

                                  Thomas Schnur, Esq.
                                  Dir:     (312) 609-7715
                                  E-Mail   tschnur@vedderprice.com

                                  A.J. Gable, Esq.
                                  Dir: (312) 609-7852
                                  E-Mail: agable@vedderprice.com

                                  Diana Schoendorff, Paralegal
                                  Dir:     (312) 609-7859
                                  E-Mail:  dschoendorff@vedderprice.com

                                        4
<PAGE>

II.    Initial Deliveries                                     Responsible Party
                                                              -----------------

      A.    Due Diligence

            1.    All financial information, documents                 B/BC
                  and related deliveries with respect
                  to each of the following (including
                  each respective target entity related
                  thereto):

                  a.    HIP Holding, Inc.
                  b.    Travmed USA, Inc.

            2.    All acquisition and merger documents,                B/BC
                  including all schedules, exhibits and
                  other documents related thereto,
                  together with all contingent payment
                  documents and all seller/subordinated
                  promissory notes:

                  a.    HIP Holding, Inc.
                  b.    Travmed USA, Inc.

            3.    Executed and complete Information                    B/BC
                  Certificate, including all documents
                  and schedules requested therein, with
                  respect to each target entity for the
                  following:

                  a.    HIP Holding, Inc.
                  b.    Travmed USA, Inc.

            4.    UCC, Tax Lien and Judgment Searches                  CL
                  with respect to each of the following

                  a.    HIP Holding, Inc./Health
                        Industry Professionals, LLC
                  b.    Travmed USA, Inc.

III.   Financing Documentation

      A.    Loan Documentation

            5.    Amendment No. 1, Joinder and Consent                 CL
                  to Amended and Restated
                  Loan and Security Agreement -
                  Revolving Loans (BHF)

            6.    Schedules to Amended and Restated                    BC
                  Loan and Security Agreement -
                  Revolving Loans to reflect New
                  Borrowers

            7.    Amendment No. 2, Joinder and Consent                 CL
                  to Loan and Security Agreement - Term
                  Loan (BOF)

            8.    Schedules to Loan and Security                       BC
                  Agreement - Term Loan to reflect New
                  Borrowers


                          B-1
<PAGE>


            9.    Amended and Restated Revolving Note                  CL

            10.   Amended and Restated Term Note                       CL
                  Agreement re: CRDE Corp. pledge of
                  stock of HIP Holding, Inc., Travmed
                  USA, Inc., and pledge of HIP Holding,
                  Inc. of Health Industry
                  Professionals, L,L.C., together with:

            11.   Joinder and Amendment to Stock Pledge                CL
                  Agreement re: CRDE Corp. pledge of
                  stock of HIP Holding, Inc., Travmed
                  USA, Inc., and pledge of HIP Holding,
                  Inc. of Health Industry
                  Professionals, L,L.C., together with:

                  a.    Original Stock Certificates                    B
                  b.    Amendment to HIP LLC Operating                 B
                        Agreement which includes LLC
                        Pledge insert language
                  c.    Stock Powers                                   B

            12.   Assignment of Undertakings under the
                  Plan and Agreement of  Reorganization
                  with respect to:

                  a.    HIP Holding, Inc. Acquisition
                  b.    Travmed USA, Inc. Acquisition

            13.   Deposit Account Control Agreement for                CL
                  the following bank accounts

                  a.    Wachovia
                  b.    Monroe Bank and Trust
                  c.    Branch Banking and Trust
                        Company

            14.   Officer's Certificate re: Acquisition                CL
                  Documents and Subordination Agreement

            15.   Subordination and Standstill                         CL/Form
                  Agreement (re: Travmed seller
                  shareholder debt)

                  a.    Promissory Note of Travmed in
                        favor of Robert Litton
                  b.    Promissory Note of Travmed in
                        favor of Steve Williams

            16.   Payment Direction Letter                             CL/B

      B.    Insurance Documentation

            17.   Evidence of Insurance for New                        B/BC
                  Borrowers

      C.    Third Party Documentation

            18.   Landlord Consent, together with                      BC
                  copies of the Lease Agreement,
                  legal description, and name and
                  address of fee owner, for each of the
                  following leased locations:

                  a.    2011 Oak Street, Wyandotte, MI
                        48192
                  b.    1815 Coffey Point Drive, Suite
                        100, Charlotte, NC 28217

                           2
<PAGE>

            19.   Payoff Letter or Authorization to                    BC
                  file UCC Termination Statements

                  a.    Monroe Bank and Trust (HIP 2
                        outstanding secured loans)
                  b.    Grandsouth Bank (Travmed)
                  c.    Branch Banking and Trust
                        Company (Travmed)
                  d.    Capital Tempfunds, Inc.
                        (Travmed)

            20.   Authorization to file UCC-3                          BC
                  Termination Statements against UCC
                  financing statement filings in favor
                  of MedCap Partners L.P.

            21.   Legal Opinion                                        BC

IV.  UCC Matters

            22.   UCC Pre-Closing Authorization,                       BC
                  together with UCC-1 Financing
                  Statements
                                                                       B/BC
                  a.    HIP Holding, Inc. - Delaware
                  b.    Health Industry Professionals,
                        LLC - Michigan
                  c.    Travmed USA, Inc. - North
                        Carolina IV.

V. Corporation Authorization

            23.   Good Standing Certificates

                  a.    HIP Holding, Inc.                              BC
                        Delaware

                  b.    Health Industry Professionals, LLC
                        Michigan

                  c.    Travmed USA, Inc.
                        North Carolina

            24.   Certificate of Secretary, together                   BC
                  with (i) Certified
                  Certificate/Articles of
                  Incorporation, (ii) By-Laws, and
                  (iii) Borrowing resolutions

                  a.    HIP Holding, Inc.
                  b.    Health Industry Professionals,
                        LLC
                  c.    Travmed USA, Inc.

                           3
<PAGE>

VI.    Other Documents

            25.   HIP Holding, Inc. Acquisition

                  a.    Copies of all of the                           B/BC
                        Acquisition Documents,
                        certified as true and complete
                        by an officer of such New
                        Borrower
                  b.    Certificate of Merger
                  c.    Evidence of Pre-Clearance from
                        Secretary of State

            26.   Travmed USA, Inc. Acquisition

                  a.    Copies of all of the                           B/BC
                        Acquisition Documents,
                        certified as true and complete
                        by an officer of such New
                        Borrower
                  b.    Certificate of Merger
                  c.    Evidence of Pre-Clearance from
                        Secretary of State

            27.   Post Closing Agreement

                           4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>9
<FILENAME>v015466_ex10-30.txt
<TEXT>
                                                                   Exhibit 10.30

================================================================================
                      AGREEMENT AND PLAN OF REORGANIZATION

                                  by and among

                                 CRDENTIA CORP.,

                                   CRDE CORP.,

                         TRAVMED ACQUISITION CORPORATION

                                       and

                               TRAVMED USA, INC.,

                    and the Shareholders of TRAVMED USA, Inc.

                              dated March 28, 2005
================================================================================

<PAGE>

                                                                   Exhibit 10.30
                                TABLE OF CONTENTS

                                                                          Page

ARTICLE I DEFINITIONS........................................................1
  1.1.  Defined Terms........................................................1
  1.2.  Construction of Certain Terms and Phrases............................9
ARTICLE II THE MERGER........................................................9
  2.1.  The Merger...........................................................9
  2.2.  Effective Time.......................................................9
  2.3.  Effect of the Merger................................................10
  2.4.  Articles of Incorporation; Bylaws...................................10
  2.5.  Directors and Officers..............................................10
  2.6.  Effect on Capital Stock/Merger Consideration........................10
  2.7.  Exchange Procedure..................................................14
  2.8.  Closing.............................................................15
  2.9.  Exemption from Registration.........................................17
  2.10. Authorization of the Shareholder Representative.....................17
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................18
  3.1.  Organization of the Company.........................................18
  3.2.  Capital Stock of the Company........................................19
  3.3.  Ownership of Shares.................................................19
  3.4.  Authority of the Company............................................19
  3.5.  No Affiliates.......................................................20
  3.6.  No Conflicts........................................................20
  3.7.  Consents and Governmental Approvals and Filings.....................20
  3.8.  Books and Records...................................................20
  3.9.  Company Financial Statements........................................21
  3.10. Absence of Changes..................................................21
  3.11. No Undisclosed Liabilities..........................................21
  3.12. Tangible Personal Property..........................................21
  3.13. Benefit Plans; ERISA................................................22
  3.14. Real Property.......................................................23
  3.15. Proprietary Information of Third Parties............................23
  3.16. Compliance with Legal Requirements; Governmental Authorizations.....23
  3.17. Legal Proceedings; Orders...........................................25
  3.18. Contracts...........................................................26
  3.19. Accounts Receivable.................................................28
  3.20. Accounts Payable....................................................28
  3.21. Equipment...........................................................28
  3.22. Insurance...........................................................28
  3.23. Tax Matters.........................................................29
  3.24. Labor and Employment Relations......................................30
  3.25. Certain Employees...................................................31
  3.26. Absence of Certain Developments.....................................32
  3.27. Customers...........................................................33
  3.28. Bank Accounts.......................................................33

                                      -i-
<PAGE>

                                                                   Exhibit 10.30

  3.29. Permits.............................................................33
  3.30. Regulatory Compliance...............................................34
  3.31. Third Party Consents................................................34
  3.32. Relationships with Related Persons..................................34
  3.33. Certain Payments....................................................34
  3.34. Brokers.............................................................35
  3.35. Verification of Credentials.........................................35
  3.36. Existing Indebtedness...............................................35
  3.37. Material Misstatements and Omissions................................35
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, CRDE AND
ACQUISITION CO. ............................................................36
  4.1.  Organization........................................................36
  4.2.  Authority...........................................................36
  4.3.  Litigation..........................................................36
  4.4.  Reports and Financial Statements....................................36
  4.5.  No Conflicts........................................................37
  4.6.  Consents and Governmental Approvals and Filings.....................37
  4.7.  Absence of Certain Changes or Events................................37
  4.8.  Brokers.............................................................38
  4.9.  Parent Common Stock.................................................38
  4.10. Operation of Acquisition Co.........................................38
  4.11. Absence of Undisclosed Liabilities..................................38
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS................38
  5.1.  Requisite Power and Authority.......................................38
  5.2.  Investment Representations..........................................38
  5.3.  Transfer Restrictions...............................................39
  5.4.  Market Standoff.....................................................40
  5.5.  Filings.............................................................40
ARTICLE VI ADDITIONAL AGREEMENTS............................................41
  6.1.  Access to Information...............................................41
  6.2.  Public Announcements; Company Literature............................41
  6.3.  Fees and Expenses...................................................41
  6.4.  Confidentiality.....................................................41
  6.5.  Parent Common Stock Legend..........................................42
  6.6.  Collection of Accounts Receivable...................................42
  6.7.  Future Liabilities; Indemnification.................................42
  6.8.  Non-Competition Agreement...........................................42
  6.9.  Conduct of Business of Company Post-Closing.........................43
  6.10. Notification of Audits..............................................43
ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER........................44
  7.1.  Conditions to Each Party's Obligations to Effect the Merger.........44
  7.2.  Conditions to the Obligations of the Company........................44
  7.3.  Conditions to the Obligations of Parent and Acquisition Co..........45
ARTICLE VIII TERMINATION; AMENDMENT; WAIVER.................................46
  8.1.  Termination.........................................................46
  8.2.  Effect of Termination...............................................46

                                      -ii-
<PAGE>

                                                                   Exhibit 10.30

  8.3.  Amendment...........................................................47
  8.4.  Extension; Waiver...................................................47
ARTICLE IX ACTIONS BY THE PARTIES AFTER THE CLOSING.........................47
  9.1.  Survival of Representations, Warranties, Etc........................47
  9.2.  Indemnification.....................................................47
  9.3.  Offset Rights; Notice of Claim......................................49
  9.4.  Non-Exclusivity.....................................................49
ARTICLE X ARBITRATION.......................................................50
  10.1. Arbitration.........................................................50
ARTICLE XI MISCELLANEOUS....................................................50
  11.1. Further Assurances..................................................50
  11.2. Notices.............................................................50
  11.3. Entire Agreement....................................................51
  11.4. Waiver..............................................................51
  11.5. Amendment...........................................................51
  11.6. No Third Party Beneficiary..........................................52
  11.7. No Assignment; Binding Effect.......................................52
  11.8. Headings............................................................52
  11.9. Severability........................................................52
  11.10 Governing Law.......................................................52
  11.11 Consent to Jurisdiction and Forum Selection.........................52
  11.12 Construction........................................................52
  11.13 Counterparts........................................................52
  11.14 Attorney's Fees.....................................................53

                             SCHEDULES AND EXHIBITS

Schedule

Company Disclosure Schedule

Exhibits

Exhibit A   -   Articles of Merger

Exhibit B   -   Forms of Convertible Subordinated Promissory Note

Exhibit C   -   Non-Competition and Non-Solicitation Agreement - Robert Litton

Exhibit D   -   Company Secretary Certificate

Exhibit E   -   Release

Exhibit F   -   Opinion of Company Counsel to Company

Exhibit G   -   Subordination Agreement

Exhibit H   -   Parent Secretary Certificate

Exhibit I   -   Acquisition Co. Secretary Certificate

Exhibit J   -   Information Certificate

                                     -iii-
<PAGE>

                                                                   Exhibit 10.30

Exhibit K   -   Registration Rights Agreement

Exhibit L   -   Employment Agreement - Robert Litton

Exhibit M   -   Non-Competition and Non-Solicitation Agreement - Steve Williams

Exhibit N   -   Assignment Agreement

Exhibit O   -   First Amendment to the Lease Agreement

Exhibit P   -   Administrative Sharing Agreement

                                      -iv-
<PAGE>

                                                                   Exhibit 10.30

                      AGREEMENT AND PLAN OF REORGANIZATION

     This Agreement and Plan of  Reorganization  (this  "Agreement") is made and
entered  into as of March 28,  2005,  by and among  Crdentia  Corp.,  a Delaware
corporation  ("Parent"),  CRDE Corp., a Delaware  corporation  and  wholly-owned
subsidiary of Parent ("CRDE"), TRAVMED Acquisition Corporation, a North Carolina
corporation and a wholly-owned  subsidiary of CRDE ("Acquisition  Co."), TRAVMED
USA,  Inc., a North Carolina  corporation  (the  "Company"),  Steve Williams and
Robert Litton who currently  constitute all of the  Shareholders  of the Company
(individually a "Shareholder" and collectively, the "Shareholders").

                                    RECITALS:

     A. Upon the terms and subject to the  conditions  of this  Agreement and in
accordance with the North Carolina  Business  Corporation Act (the  "Controlling
Act"),  CRDE,  Acquisition  Co.  and the  Company  will  enter  into a  business
combination  transaction  pursuant to which  Acquisition Co. will merge with and
into the Company (the "Merger").

     B. The Board of Directors of Parent and CRDE each has (i)  determined  that
the Merger is  consistent  with and in  furtherance  of the  long-term  business
strategy of Parent and CRDE and fair to, and in the best  interests of,  Parent,
CRDE and their respective  shareholders,  and (ii) approved this Agreement,  the
Merger and the other transactions contemplated by this Agreement.

     C. The Board of Directors of the Company (i) has determined that the Merger
is consistent with and in furtherance of the long-term  business strategy of the
Company  and  fair  to,  and in the  best  interests  of,  the  Company  and its
Shareholders,  and (ii) has approved  this  Agreement,  the Merger and the other
transactions contemplated by this Agreement.

     D.  The  Shareholders  of  the  Company  have  unanimously   approved  this
Agreement, the Merger and the other transactions contemplated by this Agreement.

     E. CRDE,  the sole  Shareholder  of  Acquisition  Co.,  has  approved  this
Agreement, the Merger and other transactions contemplated by this Agreement.

     F. Parent,  CRDE,  Acquisition Co., the Company and the Shareholders desire
to  make  certain   representations  and  warranties  and  other  agreements  in
connection with the Merger.

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

                                      -1-
<PAGE>

                                                                   Exhibit 10.30

                                    ARTICLE I
                                   DEFINITIONS

     1.1. Defined Terms. As used in this Agreement,  the following defined terms
have the meanings indicated below:

     "AAA" has the meaning set forth in Section 10.1.

     "ACCOUNTS PAYABLE" has the meaning set forth in Section 3.20.

     "ACCOUNTS RECEIVABLE" means all accounts receivable of the Company that are
reflected  on  the  Interim  Financial  Statements  and  all  unbilled  accounts
receivable relating to the Company's operations prior to the Cut-Off.

     "ACQUISITION  CO." has the meaning set forth in the first paragraph of this
Agreement.

     "ACQUISITION  CO.  COMMON  STOCK"  has the  meaning  set  forth in  Section
2.6(c)(iii).

     "ACTIONS OR PROCEEDINGS" means any action, suit,  proceeding,  arbitration,
Order,  inquiry,  hearing,  assessment  with  respect to fines or  penalties  or
litigation (whether civil, criminal, administrative,  investigative or informal)
commenced, brought, conducted or heard by or before, or otherwise involving, any
Governmental or Regulatory Authority.

     "AFFILIATE"  means,  with respect to any Person, a Family Member or another
Person  that  directly,  or  indirectly  through  one  or  more  intermediaries,
controls, is controlled by or is under common control with such Person.

     "AGREEMENT"  has the  meanings  set  forth in the first  paragraph  of this
Agreement and in Section 2.2.

     "ARTICLE" has the meaning set forth in Section 1.2.

     "ARTICLES OF MERGER" has the meaning set forth in Section 2.2.

     "ASSETS AND PROPERTIES" and "Assets or Properties" of any Person each means
all assets and  properties  of every kind,  nature,  character  and  description
(whether  real,  personal  or mixed,  whether  tangible or  intangible,  whether
absolute,  accrued,  contingent,  fixed or  otherwise  and  wherever  situated),
including  the  goodwill  related  thereto,  operated,  owned or  leased by such
Person,  including,  without  limitation,  cash, cash equivalents,  accounts and
notes receivable,  chattel paper, documents,  instruments,  general intangibles,
real estate, equipment, inventory, goods and Intellectual Property.

     "BENEFIT  PLAN" means any Plan  established,  arranged or maintained by the
Company or any corporate group of which the Company is or was a member, existing
at the Closing Date or prior  thereto,  to which the Company  contributes or has
contributed,  or under which any employee, officer, director or former employee,
officer or  director of the Company or any  beneficiary  thereof is covered,  is
eligible for coverage or has benefit rights.

     "BOOKS AND RECORDS" of any Person means all files, documents,  instruments,
papers,  books,  computer files  (including but not limited to files stored on a
computer's hard drive or on floppy disks),  electronic  files and records in any
other  medium  relating to the  business,  operations,  accounting  practices or
condition of such Person.

     "BUSINESS DAY" means a day other than Saturday,  Sunday or any day on which
banks located in the State of Texas are authorized or obligated to close.

                                      -2-
<PAGE>

                                                                   Exhibit 10.30

      "CAR" has the meaning set forth in Section 10.1.

      "CASH CONSIDERATION" has the meaning set forth in Section 2.6(b)(i).

      "CLOSING" has the meaning set forth in Section 2.8(a).

      "CLOSING DATE" has the meaning set forth in Section 2.8(a).

      "CODE"  means  the  Internal  Revenue  Code of 1986,  as  amended  and any
Treasury Regulations promulgated thereunder.

      "COMPANY"  has the  meaning  set  forth  in the  first  paragraph  of this
Agreement.

      "COMPANY COMMON STOCK" has the meaning set forth in Section 3.2(a) of this
Agreement.

      "COMPANY  DISCLOSURE  SCHEDULE"  means the  disclosure  schedule  attached
hereto which sets forth the  exceptions to the  representations  and  warranties
contained in Article III hereof and certain other information called for by this
Agreement.

      "COMPANY FINANCIAL STATEMENTS" means (i) the audited balance sheets of the
Company and the related audited  statements of income and retained  earnings for
the fiscal  periods  ended  December 31, 2003 and  December  31, 2002,  (ii) the
unaudited balance sheet of the Company and the related  unaudited  statements of
income and retained  earnings for the fiscal period ended  December 31, 2004 and
(iii) the Interim Financial Statements.

      "CONSENT"  means any approval,  consent,  ratification,  waiver,  or other
authorization (including any Governmental Authorization).

      "CONFIDENTIALITY  AGREEMENT" means the certain  confidentiality  agreement
between RBC Centura  Investment  Banking Group ("RBC") and Parent dated December
9, 2004.

      "CONTEMPLATED  TRANSACTIONS" means all of the transactions contemplated by
this Agreement,  including:  (a) the Merger;  (b) the execution,  delivery,  and
performance of the  Non-Competition  Agreements,  the Subordination  Agreements,
Registration Rights Agreement,  Employment Agreement,  and the Releases; (c) the
performance by Parent,  CRDE and the Company of their  respective  covenants and
obligations  under this Agreement;  and (d) CRDE's  acquisition and ownership of
the Company Common Stock and exercise of control over the Company.

      "CONTRACT"  means  any  agreement,  contract,   obligation,   promise,  or
undertaking  (whether  written or oral and whether  express or implied)  that is
legally binding.

      "CONVERSION SHARES" has the meaning set forth in Section 2.9.

      "COPYRIGHTS"  has the meaning set forth in the definition of "Intellectual
Property."

      "CRDE" has the meaning set forth in the first paragraph of this Agreement.

                                      -3-
<PAGE>

                                                                   Exhibit 10.30

      "CUT-OFF" means 12 midnight of March 27, 2005.

      "DAMAGES" has the meaning set forth in Section 9.2(a).

      "DEFINED  BENEFIT PLAN" means each Benefit Plan which is subject to Part 3
of Title I of ERISA, Section 412 of the Code or Title IV of ERISA.

      "EFFECTIVE TIME" has the meaning set forth in Section 2.2.

      "ENCUMBRANCES" means any mortgage, pledge, assessment,  security interest,
deed of trust,  lease, lien, adverse claim,  equitable  interest,  levy, charge,
community property interest,  right of first refusal or other encumbrance of any
kind, or any conditional sale or title retention agreement or other agreement to
give any of the foregoing in the future.

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, and the rules and regulations promulgated thereunder.

      "ERISA  AFFILIATE"  means any  entity  which is a member of a  "controlled
group of  corporations"  or  which is or was  under  "common  control"  with the
Company as defined in Section 414 of the Code.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "EXISTING INDEBTEDNESS" has the meaning set forth in Section 3.36.

      "FAMILY MEMBER" of an individual Person means (i) the individual's  spouse
and  former  spouses,  (ii) any  other  natural  person  who is  related  to the
individual or the  individual's  spouse within the second degree,  and (iii) any
other natural person who resides with such individual.

      "FINAL DATE" has the meaning set forth in Section 8.1(b).

      "FIRST INCREASE" has the meaning set forth in Section 2.6(e)(i).

      "FIRST MEASUREMENT PERIOD" has the meaning set forth in Section 2.6(e)(i).

      "GAAP" means United States generally accepted  accounting  principles,  as
currently  in  effect,  applied  on a basis  consistent  with the basis on which
Parent's audited financial statements are prepared.

      "GOVERNMENTAL AUTHORIZATION" means any approval, consent, license, permit,
waiver,  or  other  authorization  issued,  granted,  given  or  otherwise  made
available by or under the authority of any Governmental or Regulatory  Authority
or pursuant to any Legal Requirement.

      "GOVERNMENTAL  OR  REGULATORY   AUTHORITY"  means  any  court,   tribunal,
arbitrator,  authority, agency, commission, official or other instrumentality of
the United States or other country,  any state,  county, city or other political
subdivision.

      "INDUSTRY  ACQUISITIONS"  means  acquisitions  by Parent or any  Affiliate
thereof of temporary health staffing companies or travel nurse companies.

                                      -4-
<PAGE>

                                                                   Exhibit 10.30

      "INTELLECTUAL PROPERTY" means (i) trademarks,  service marks, trade dress,
logos,  trade  names  and  corporate  names,  together  with  all  translations,
adaptations,  derivations  and  combinations  thereof and including all goodwill
associated  therewith,  and all  applications,  registrations  and  renewals  in
connection  therewith  (collectively,  "Trademarks"),  (ii)  trade  secrets  and
confidential  business  information  (including  without  limitation,  know-how,
customer lists,  current and  anticipated  customer  requirements,  price lists,
market studies, business plans), however documented;  (iii) proprietary computer
software  and  programs  (including  object  code and  source  code)  and  other
proprietary rights and copies and tangible embodiments thereof (in whatever form
or medium); (iv) database  technologies,  systems,  structures and architectures
(and related processes, formulae, compositions, improvements, devices, know-how,
inventions,  discoveries, concepts, ideas, designs, methods and information) and
any other related information,  however, documented; (v) any and all information
concerning  the  business  and affairs of a Person  (which  includes  historical
financial  statements,   financial  projections  and  budgets,   historical  and
projected  sales,  capital spending budgets and plans, the names and backgrounds
of key personnel and personnel  training and techniques and materials),  however
documented; (vi) any and all notes, analysis, compilations,  studies, summaries,
and other material  prepared by or for a Person containing or based, in whole or
in part, on any information included in the foregoing,  however documented;  and
(vii) any similar or equivalent rights to any of the foregoing.

      "INTERIM FINANCIAL STATEMENTS" means the management prepared balance sheet
and the related  statement of income and retained  earnings for the Company,  in
each case, for the period beginning January 1, 2005 and ending on the Cut-Off.

      "KEY  EMPLOYEES"  means those  employees of the Company that Parent in its
sole discretion has designated as "key  employees"  prior to the Closing and set
forth on Schedule 1.1(c) attached hereto.

      "KNOWLEDGE  OF THE COMPANY" or "Known to the Company"  means the knowledge
of any  officer  or  director  of the  Company  or any of the  Shareholders.  An
officer, director or Shareholder of the Company will be deemed to have Knowledge
of the  existence or absence of a  particular  fact or other matter if: (i) such
individual  is actually  aware of the existence or absence of such fact or other
matter; or (ii) a prudent  individual could be expected to discover or otherwise
become  aware of the  existence  or absence of such fact or other  matter in the
course of conducting a reasonably  comprehensive  investigation  concerning  the
existence or absence of such fact or other matter.

      "KNOWLEDGE  OF THE PARENT" or "Known to the Parent" means the knowledge of
any officer or director of the Parent.  An officer or director of Parent will be
deemed to have  Knowledge  of a  particular  fact or other  matter  if: (i) such
individual  is actually  aware of such fact or other  matter;  or (ii) a prudent
individual  could be expected to discover or otherwise become aware of such fact
or  other  matter  in  the  course  of  conducting  a  reasonably  comprehensive
investigation concerning the existence of such fact or other matter.

      "LANDLORD"  means L&W  Holding  Company,  LLC,  a North  Carolina  limited
liability company.

                                      -5-
<PAGE>

                                                                   Exhibit 10.30

      "LEGAL REQUIREMENT" means any federal, state, local,  municipal,  foreign,
international,  multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute or treaty.

      "LIABILITIES" has the meaning set forth in Section 3.11.

      "LOAN  AND  SECURITY  AGREEMENT"  means  that  certain  Loan and  Security
Agreement by and between the  Shareholders  and the Company,  dated  November 3,
2004 which will be  automatically  released  (without any further  action on the
part of any Person) upon the  satisfaction of the amounts owed to  Shareholders'
Lender at Closing.

      "MATERIAL  ADVERSE  CHANGE" or "MATERIAL  ADVERSE  EFFECT" means,  for any
Person, a material  adverse effect whether  individually or in the aggregate (a)
on  the  business,  operations,  financial  condition,  Assets  and  Properties,
liabilities  or  commercial  prospects of such Person,  or (b) on the ability of
such Person to consummate the transactions contemplated hereby.

      "MERGER" has the meaning set forth in the first recital of this Agreement.

      "NON-COMPETITION AGREEMENT" means the Non-Competition and Non-Solicitation
Agreements by and between the Parent and each of the Shareholders.

      "NOTE" has the meaning set forth in Section 2.6(b)(ii).

      "NOTE CONSIDERATION" has the meaning set forth in Section 2.6(b)(ii).

      "ORDER"  means  any  award,  decision,  writ,  judgment,  decree,  ruling,
subpoena, verdict, injunction or similar order of any Governmental or Regulatory
Authority (in each such case whether preliminary or final).

      "ORDINARY  COURSE OF  BUSINESS"  means the action of a Person  that is (i)
consistent  with the past  practices of such Person and is taken in the ordinary
course of the normal day-to-day  operations of such Person; (ii) not required to
be  authorized  by the board of directors of the Company;  and (iii)  similar in
nature and  magnitude to actions  customarily  taken,  without the action of the
board of  directors  or  similar  body,  in the  ordinary  course of the  normal
day-to-day  operations of other Persons that are in the same line of business as
the Company.

      "OTCBB"  shall  mean  the  regulated  quotation  service  known as the OTC
Bulletin Board.

      "OUTSTANDING  COMPANY  COMMON  STOCK" has the meaning set forth in Section
2.6(a).

      "PARENT"  has  the  meaning  set  forth  in the  first  paragraph  of this
Agreement.

      "PARENT GROUP" has the meaning set forth in Section 9.2(a).

      "PARENT'S LENDER" means, collectively,  Bridge Healthcare Finance, LLC and
Bridge Opportunity  Finance,  LLC its Affiliates and any successor or assigns of
any of such entities, and any future secured lender of Parent or an Affiliate of
Parent as long as such successor, assign or future lender becomes a party to the
Subordination  Agreement  to  the  same  extent  as  the  aforementioned  Bridge
entities.

      "PARENT SEC DOCUMENTS" means each form,  report,  schedule,  statement and
other  document  filed by the Parent  beginning  in August 2003 through the date
immediately  prior to the date of this  Agreement  under the Exchange Act or the
Securities Act, including any amendment to such document.

                                      -6-
<PAGE>

                                                                   Exhibit 10.30

      "PERMITS"  means  all  licenses,   permits,   certificates  of  authority,
authorizations,  approvals, registrations and similar consents granted or issued
by any Governmental or Regulatory Authority.

      "PERMITTED ENCUMBRANCE" means (a) any Encumbrance for taxes not yet due or
delinquent or being contested in good faith by appropriate proceedings for which
adequate  reserves have been  established  in  accordance  with GAAP and (b) any
minor imperfection of title or similar  Encumbrance which individually or in the
aggregate with other such Encumbrances does not impair the value of the property
subject to such  Encumbrance  or the use of such  property in the conduct of the
business of the Company.

      "PERSON"  means any  natural  person,  corporation,  general  partnership,
limited partnership, limited liability company,  proprietorship,  other business
organization, trust, union, association or Governmental or Regulatory Authority.

      "PLAN" means any bonus,  incentive  compensation,  deferred  compensation,
pension,  profit  sharing,  retirement,  stock  purchase,  stock  option,  stock
ownership,  stock appreciation rights, phantom stock, leave of absence,  layoff,
vacation,  day or dependent  care,  legal  services,  cafeteria,  life,  health,
accident,  disability,  workers'  compensation  or other  insurance,  severance,
separation or other employee  benefit plan,  practice,  policy or arrangement of
any kind, whether written or oral, including,  but not limited to, any "employee
benefit plan" within the meaning of Section 3(3) of ERISA.

      "PROCEEDING" means any action, arbitration, audit, hearing, investigation,
litigation, or suit (whether civil, criminal,  administrative,  investigative or
informal)  commenced,  brought,  conducted,  or heard by or before, or otherwise
involving, any Governmental or Regulatory Authority.

      "QUALIFIED  PLAN"  means each  Benefit  Plan which is  intended to qualify
under Section 401 of the Code.

      "REAL PROPERTY" has the meaning set forth in Section 3.14.

      "REGISTRATION  RIGHTS  AGREEMENT"  has the  meaning  set forth in  Section
2.6(e)(iv).

      "RELATED PARTY LOANS" mean the outstanding loans due and payable as of the
Cut-Off to the Company by (a) the Shareholders as the same are offset against an
amount payable by the Company to the  Shareholders  in the amount of $194,000 as
of December 31, 2004 plus any accrued and unpaid  interest  since that date, (b)
Team Staffing International, LLC, and (c) Trans Continental Consulting, LLC.

                                      -7-
<PAGE>

                                                                   Exhibit 10.30

      "RELEASE" has the meaning set forth in Section 2.8(b)(iv).

      "SEC" means the Securities & Exchange Commission of the United States.

      "SECOND INCREASE" has the meaning set forth in Section 2.6(e)(ii).

      "SECTION" has the meaning set forth in Section 1.2.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      "SHAREHOLDER REPRESENTATIVE" has the meaning set forth in Section 2.10(a).

      "SHAREHOLDERS"  has the meaning set forth in the first  paragraph  of this
Agreement.

      "SHAREHOLDERS' LENDER" means Capital Tempfunds, Inc.

      "STARK I" has the meaning set forth in Section 3.30.

      "STARK II" has the meaning set forth in Section 3.30.

      "STOCK CERTIFICATES" has the meaning set forth in Section 2.7(a).

      "SUBORDINATION   AGREEMENT"   has  the   meaning   set  forth  in  Section
2.8(b)(viii).

      "SURVIVING CORPORATION" has the meaning set forth in Section 2.1.

      "TAX" (and, with  correlative  meaning,  "Taxes,"  "Taxable" and "Taxing")
means (i) any federal,  state,  local or foreign  income,  alternative or add-on
minimum tax, gross income,  gross receipts,  sales,  use, ad valorem,  transfer,
franchise,   profits,  license,   withholding,   payroll,  employment,   excise,
severance,  stamp,  occupation,  premium,  property,  environmental  or windfall
profit tax, custom, duty or other tax, governmental fee or other like assessment
or charge of any kind  whatsoever,  together  with any  interest or any penalty,
addition to tax or additional  amount imposed by any  Governmental or Regulatory
Authority  responsible for the imposition of any such tax (domestic or foreign),
(ii) any liability for payment of any amounts of the type  described in (i) as a
result of being a member of an affiliated,  consolidated,  combined,  unitary or
other group for any Taxable  period and (iii) any  liability  for the payment of
any amounts of the type  described  in (i) or (ii) as a result of any express or
implied obligation to indemnify any other Person.

      "TAX RETURN" means any return,  report,  information  return,  schedule or
other  document  (including  any  related or  supporting  information)  filed or
required to be filed with respect to any taxing authority with respect to Taxes.

      "THIRD PARTY EXPENSES" has the meaning set forth in Section 6.3.

                                      -8-
<PAGE>

                                                                   Exhibit 10.30

      "THREATENED" means a claim,  Proceeding,  dispute,  action or other matter
will be deemed to have been  "Threatened"  if any demand or  statement  has been
made (orally or in writing) or any notice has been given (orally or in writing),
or if any other event has occurred or any other  circumstances  exist that would
lead a prudent  Person to  reasonably  conclude  that such a claim,  Proceeding,
dispute, action, or other matter has a reasonable probability of being asserted,
commenced, taken, or otherwise pursued in the foreseeable future.

      "TRADEMARKS"  has the meaning set forth in the definition of "Intellectual
Property."

      "TRAVELING  NURSE  BUSINESS"  means the business of providing  "traveling"
temporary  health  staffing,   including  nurses,  operating  room  technicians,
licensed  practical  nurses,  certified nurse assistants,  physical  therapists,
occupational   therapists,   speech  therapists  and  radiology   technologists;
excluding, specifically from such definition any of the aforementioned personnel
provided  on a  "per-diem"  basis other than to the extent  such  personnel  are
provided  pursuant to  contracts  or  agreements  relating  thereto to which the
Company is a party as of the  Cut-Off (as such  contracts  may be renewed in the
future in the name of the  Surviving  Corporation).which  business  shall not be
excluded.  As used herein:  (i) the terms  "traveling" and "per-diem" shall have
the meaning ascribed to such terms by the temporary healthcare staffing industry
in the United States of America.

      "UNITED STATES PERSON" has the meaning set forth in Section 3.23(h).

      1.2. CONSTRUCTION OF CERTAIN TERMS AND PHRASES. Unless the context of this
Agreement otherwise requires, (a) words of any gender include each other gender;
(b) words  using the  singular  or plural  number  also  include  the  plural or
singular number,  respectively;  (c) the terms "hereof,"  "herein," "hereby" and
derivative  or  similar  words  refer to this  entire  Agreement;  (d) the terms
"Article"  or  "Section"  refer to the  specified  Article  or  Section  of this
Agreement;  (e) the  term  "or"  has,  except  where  otherwise  indicated,  the
inclusive meaning  represented by the phrase "and/or;" and (f) "including" means
"including  without  limitation."  Whenever this Agreement refers to a number of
days,  such  number  shall  refer to  calendar  days  unless  Business  Days are
specified.  All accounting  terms used in this Agreement which are not otherwise
defined shall have the meanings given to them under GAAP.

                                   ARTICLE II
                                   THE MERGER

      2.1. THE MERGER.  At the Effective  Time and subject to and upon the terms
and  conditions  of  this  Agreement  and  the  applicable   provisions  of  the
Controlling Act,  Acquisition Co. shall be merged with and into the Company, the
separate  corporate  existence  of  Acquisition  Co. shall cease and the Company
shall  continue  as the  surviving  corporation.  The  Company as the  surviving
corporation  after  the  Merger  is  hereinafter  sometimes  referred  to as the
"Surviving Corporation."

      2.2.  EFFECTIVE  TIME.  Subject to the provisions of this  Agreement,  the
parties  hereto  shall cause the Merger to be  consummated  by the filing of the
articles and plan of merger substantially in the form attached hereto as Exhibit
A (the  "Articles of Merger")  with the Secretary of State of the State of North
Carolina in accordance with the relevant  provisions of the Controlling Act (the
time of acceptance  by the Secretary of State of the State of North  Carolina of
such  filing,  or such later time as may be agreed in writing by the parties and
specified  in the  Articles of Merger,  being the  "Effective  Time") as soon as
practicable on the Closing Date. Unless the context otherwise requires, the term
"Agreement"  as  used  herein  refers  collectively  to this  Agreement  and the
Articles of Merger.

                                      -9-
<PAGE>

                                                                   Exhibit 10.30

      2.3. EFFECT OF THE MERGER. At the Effective Time, the effect of the Merger
shall be as provided in this  Agreement  and the  applicable  provisions  of the
Controlling Act.  Without limiting the generality of the foregoing,  and subject
thereto, at the Effective Time all the property, rights, privileges,  powers and
franchises  of the  Company  and  Acquisition  Co.  shall vest in the  Surviving
Corporation,   and  all  debts,  liabilities  and  duties  of  the  Company  and
Acquisition Co. shall become the debts,  liabilities and duties of the Surviving
Corporation.

      2.4. ARTICLES OF INCORPORATION; BYLAWS.

            (a)  At  the  Effective  Time,  the  Articles  of  Incorporation  of
Acquisition  Co.  shall  be the  Articles  of  Incorporation  of  the  Surviving
Corporation,  except  that  Article I thereof  shall be  amended  to read in its
entirety as follows: "The name of the Corporation is TRAVMED USA, Inc."

            (b) At the Effective  Time, the Bylaws of  Acquisition  Co. shall be
the Bylaws of the Surviving Corporation, except that the Bylaws shall be amended
to reflect that the name of the  Surviving  Corporation  shall be "TRAVMED  USA,
Inc."

      2.5. DIRECTORS AND OFFICERS.  The directors of Acquisition Co. immediately
prior to the  Effective  Time shall be the initial  directors  of the  Surviving
Corporation,   each  to  hold  office  in   accordance   with  the  Articles  of
Incorporation  and Bylaws of the Surviving  Corporation,  until their respective
successors  are duly  elected  or  appointed  and  qualified.  The  officers  of
Acquisition  Co.  immediately  prior to the Effective  Time shall be the initial
officers of the Surviving  Corporation,  each to hold office in accordance  with
the Articles or  Incorporation  and Bylaws of the Surviving  Corporation,  until
their successors are duly elected or appointed or qualified.

      2.6. EFFECT ON CAPITAL STOCK/MERGER CONSIDERATION.

            (a)  Conversion of Company Common Stock.  At the Effective  Time, by
virtue of the Merger and  without  any  action on the part of any  Person,  each
share of the Company Common Stock issued and  outstanding  immediately  prior to
the Effective  Time (the  "OUTSTANDING  COMPANY COMMON STOCK") shall be canceled
and  automatically  converted  into the right to receive,  upon surrender of the
certificates   representing   such  shares,   a  ratable  portion  of  the  Cash
Consideration  and Note  Consideration as determined in Section 2.6(b) below. At
the Effective  Time,  all rights in respect of such  Outstanding  Company Common
Stock  shall  cease  to  exist,  other  than  the  right  to  receive  the  Cash
Consideration   and  Note   Consideration,   and  any  other  additional  merger
consideration as determined in Section 2.6(d) below and all such shares shall be
cancelled and retired. Each share of capital stock of Acquisition Co. issued and
outstanding  immediately prior to the Effective Time shall be converted into the
right to receive one share of the Surviving Corporation.

            (b) Merger  Consideration.  Subject to Section 2.6 (d) and (e),  the
merger  consideration  consists of and is valued at  $6,430,980.00  (the "MERGER
CONSIDERATION") and will be paid on the Closing Date as follows:

                                      -10-
<PAGE>

                                                                   Exhibit 10.30

                  (i) Cash  Consideration.  Fifty  percent  (50%) of the  Merger
Consideration  shall  be  paid  in  cash  (the  "CASH   CONSIDERATION")  to  the
Shareholders  based on their pro rata share of the Merger  Consideration by wire
transfer  to the  Shareholders  or by  cashier's  checks  drawn upon a federally
insured lending institution on the Closing Date; and

                  (ii) Note Consideration.  The remaining fifty percent (50%) of
the Merger Consideration (the "NOTE CONSIDERATION") shall be paid in the form of
a three-year convertible  subordinated  promissory note (the "NOTE") in the form
attached  hereto as  Exhibit B issued by the Parent to the  Shareholders  in the
aggregate original principal amount of the Note Consideration.  The Parent shall
issue a Note to each  Shareholder in accordance with their pro rata share of the
Merger Consideration.

            (c) Actions at the Effective Time. At the Effective Time:

                  (i)  Except  for  the   securities   referred  to  in  Section
2.6(c)(ii)  below,   each  share  of  Outstanding   Company  Common  Stock  will
automatically, by virtue of the Merger and without any action on the part of the
holder  thereof,  be canceled and converted  into a right to receive from Parent
the Cash  Consideration  and the Note  Consideration in the amount as determined
pursuant to this Section 2.6.

                  (ii) Each share of Company  Common  Stock held in the treasury
of  the  Company  shall  be  canceled  and  retired   without   payment  of  any
consideration therefor.

                  (iii)  Each  share  of  common   stock  of   Acquisition   Co.
("ACQUISITION CO. COMMON STOCK") issued and outstanding immediately prior to the
Effective  Time shall be converted  into and exchanged  for one validly  issued,
fully paid and non-assessable share of common stock of the Surviving Corporation
and  shall  constitute  the  only  shares  of  capital  stock  of the  Surviving
Corporation outstanding immediately after the Effective Time.

            (d) Related  Party Loans;  Accounts  Receivable/Payable;  Additional
Merger Consideration.  The Parent recognizes and agrees that,  immediately prior
to Closing, the Company will (at the option of the Company),  either forgive all
or part of the  Related  Party  Loans or  distribute  all or part of same to the
Shareholders  or all or  part of the  Related  Party  Loans  will  otherwise  be
satisfied and  simultaneously  therewith the  Shareholders  shall release and do
hereby  agree to release the Loan and  Security  Agreement  which will be deemed
released  upon the  payment by Parent of the amounts  owed to the  Shareholders'
Lender at Closing  without  any  further  action  being  required on part of any
Person;  provided,  at the request of Parent, the Shareholders shall execute and
deliver to Parent any  releases  (including  any UCC  releases)  or  instruments
necessary to fully release the Loan and Security Agreement.  At Closing,  Parent
shall  payoff the balance of the loan owed and payable to  Shareholders'  Lender
using the proceeds of the Accounts Receivable.  The foregoing provisions of this
Section  2.6(d) have been  approved  by Parent  based on the  understanding  and
agreement of the Company and the  Shareholders  that:  (A) as of the Cut-Off the
Company will not have any indebtedness, liabilities or obligations of any nature
whatsoever that relate to the Company's operations prior to the Cut-Off, whether
secured or  unsecured,  other than the trade  payables,  whether or not invoices
therefor  have been  received by the Company  prior to the Closing for which the
Company shall have sufficient cash (or Accounts Receivable which are collectible
in due course and as to which Parent shall not

                                      -11-
<PAGE>

                                                                   Exhibit 10.30

assume  any  collection  risk  such  risk  being  specifically  retained  by the
Shareholders)  to meet its  payment  obligations,  and to satisfy  all  Accounts
Payable as of the  Cut-Off as such  Accounts  Payable  may become  due;  (B) the
Shareholders  shall be responsible  for all wages,  obligations  and liabilities
arising out of the operations of the Company  through the Cut-Off and the Parent
shall be responsible  for all wages,  obligations and liabilities of the Company
arising after the Cut-Off;  (C) all the Accounts Receivable of the Company as of
the Closing Date shall be available to the Parent to satisfy the amounts owed to
the Shareholder's  Lenders, to satisfy Accounts Payable,  and to satisfy any and
all other  liabilities of the Company  incurred prior to the Cut-Off that relate
to the Company's operations prior to the Cut-Off; (D) within ninety (90) days of
the Closing  Date,  Parent shall provide the  Shareholders  an accounting of all
Accounts Receivable collected, all amounts paid to the Shareholders' Lender, all
amounts  paid to settle the Accounts  Payable as of the  Cut-Off,  and all other
amounts  paid to settle any and all other  liabilities  incurred  by the Company
prior to the  Cut-Off  that  relate  to the  Company's  operations  prior to the
Cut-Off;  and (E) to the extent there shall be an excess of Accounts Receivable,
plus the  following,  all of which shall be  determined  as of the Cut-Off:  (a)
deposits (as  reflected  on the Interim  Financial  Statements)  and (b) prepaid
expenses and cash and cash  equivalents  (as reflected on the Interim  Financial
Statements) and rent expense,  group insurance  expense,  other expenses paid in
advance (and reflected on the Interim Financial  Statements) other expenses paid
in advance (and reflected on the Interim Financial Statements), as such expenses
relate to the Company's  operations  after the Cut-Off over all payments made to
settle all of the aforementioned liabilities,  the Parent shall, along with such
accounting,  tender  any  such  excess  to the  Shareholders  or if  there  is a
shortfall,  Parent  shall be  entitled  to receive a prompt  payment of the full
amount of any such  shortfall  from the  Shareholders;  provided,  to the extent
Shareholders  shall fail to pay any such  shortfall,  Parent may, at its option,
offset any such  shortfall  against any amounts  next due and payable  under the
Notes. For purposes of collection risk associated with Accounts Receivable,  any
amounts comprising the Accounts  Receivable that are not collected within ninety
(90) days of Closing shall be deemed uncollectible.

            (e) Future Contingent Payments.

                  (i) To the extent the  revenue  generated  from the  Company's
operations  during the first  twelve  (12) months  ended March 31, 2006  ("FIRST
MEASUREMENT  PERIOD")  shall be higher  than the  revenue  generated  (x) by the
Company  during the twelve  (12)  months  ended March 31, 2005 plus (y) from the
Existing  Business  during the period  January 1, 2005  through  March 31,  2005
annualized  ("BASE PERIOD") (such positive  difference herein referred to as the
"FIRST  INCREASE")  but not  otherwise,  Shareholders  shall be  entitled  (on a
pro-rata  basis in  accordance  with  each  Shareholder's  share  of the  Merger
Consideration)  to receive from the Parent  one-half (1/2) of the First Increase
in the form of validly issued,  fully paid and  non-assessable  shares of Parent
Common  Stock to be  delivered  to the  Shareholders  at such time as the Parent
shall have  finalized  its  determination  of the First  Increase as provided in
Section  2.6(e)(iii).  For  purposes of this  Section  2.6(e)(i),  the number of
Parent  Common  Stock  required to be issued shall be  determined  by taking the
average of the  closing  prices of the Parent  Common  Stock as  reported on the
OTCBB or other stock  exchange or  quotation  system for the last  fifteen  (15)
trading days ending two (2) days prior to the date of issuance of Parent  Common
Stock pursuant to this Section 2.6(e)(i).

                                      -12-
<PAGE>

                                                                   Exhibit 10.30

                  (ii) To the extent the revenue  generated  from the  Company's
operations  during  the  twelve  (12)  months  ending  March 31,  2007  ("SECOND
MEASUREMENT Period") shall be higher than the revenue generated during the FIRST
Measurement  Period (such positive  difference herein referred to as the "Second
INCREASE")  but not  otherwise,  Shareholders  shall be entitled  (on a pro-rata
basis in accordance with each Shareholder's  share of the Merger  Consideration)
to receive from the Parent  one-half (1/2) of the Second Increase in the form of
validly issued,  fully paid and non-assessable  shares of Parent Common Stock to
be delivered to the Shareholders at such time as the Parent shall have finalized
its determination of the Second Increase as provided in Section 2.6(e)(iii). For
purposes of this Section 2.6(e)(ii),  the number of Parent Common Stock required
to be issued shall be determined by taking the average of the closing  prices of
the Parent  Common  Stock as reported  on the OTCBB or other  stock  exchange or
quotation  system for the last  fifteen  (15)  trading  days ending two (2) days
prior to the date of issuance of Parent  Common  Stock  pursuant to this Section
2.6(e)(ii).  Notwithstanding the provisions of this Section  2.6(e)(ii),  in the
event  there shall have been a decline in revenue  during the First  Measurement
Period as compared to the Base  Period,  then for  purposes of  calculating  the
Second Increase,  if any, under this Section  2.6(e)(ii),  the First Measurement
Period will be replaced by the Base Period for purposes of said calculation.

                  (iii)  The  amounts  of the  First  Increase  and  the  Second
Increase  shall be  determined  by the Parent  acting in good faith.  Unless the
Shareholders  notify the Parent,  within  fifteen (15) days after receipt of the
statement or reports  used by the Parent to  determine  the amounts of the First
Increase  or the Second  Increase,  that  Shareholders  disagree  with  Parent's
computation,  the  determinations  of the Parent shall be binding and conclusive
for purposes of this Agreement.  The Parent shall provide the Shareholders  with
reasonable  access to the Books and Records of the Parent to verify the Parent's
determinations  with  respect to the First  Increase,  the Second  Increase  and
number of Parent  Common Stock  payable to the  Shareholder  pursuant to Section
2.6(e)(i) and (ii).

                  (iv) If the Shareholders object to the Parent's computation of
the First Increase or the Second Increase by providing notice in accordance with
Section  2.6(e)(iii),  the amount of the First  Increase or the Second  Increase
shall be determined by negotiation  between the Parent and Shareholders.  If the
Parent  and  Shareholders  are unable to reach  agreement  within  fifteen  (15)
business days after such  notification,  the  determination of the amount of the
First  Increase  or the  Second  Increase  for the period in  question  shall be
determined using the binding arbitration procedure prescribed in Article X.

                  (v) The  parties  acknowledge  and  agree  that  for the  sole
purpose of determining the amounts under Section 6.2(e)(i) and (ii), immediately
after  Closing,  Parent  will  combine its  existing  Traveling  Nurse  Business
("EXISTING  BUSINESS")  with that of the Company under the supervision of Robert
Litton (one of the  Shareholders).  To minimize  the  possibility  of any future
disputes  as to the amount of the First  Increase  or the Second  Increase,  the
parties  hereby  agree that all of the revenue to be  generated  by the combined
operations shall be attributed to the operations of the Company.

                                      -13-
<PAGE>

                                                                   Exhibit 10.30

                  (vi)  The   Shareholders   and  Parent   shall  enter  into  a
"REGISTRATION RIGHTS AGREEMENT" (herein so called)  substantially in the form of
Exhibit K providing  that Parent shall (at the sole expense of the  Shareholders
which  shall  include  any  filing  fees)  prepare  and  file  with  the  SEC  a
registration statement for an offering to be made on a continuous basis pursuant
to Rule 415 (or any  appropriate  similar  rule that may be  adopted by the SEC)
under  the  Securities  Act  covering  the  Parent  Common  Stock  issued to the
Shareholders pursuant to Section 2.6(e).

                  (vii) Notwithstanding anything to the contrary written herein,
in the event:  (A) Robert  Litton's  employment  with the Company is  terminated
before  the  expiration  of the  Second  Measurement  Period  via (x)  voluntary
termination of such employment by Robert Litton,  or (y) termination "for cause"
as such term is defined in the Employment Agreement;  and (B) the Parent (acting
in its sole discretion) does not promptly  following such termination hire Steve
Williams in replacement of Robert Litton;  then the Parent's  obligation to make
any payments  under Section  2.6(e) shall  immediately  terminate;  provided any
earned but unpaid amounts prior to any such  termination  of employment  will be
paid in accordance with the provisions of Section 2.6(e).

      2.7. EXCHANGE PROCEDURE.

            (a) At the Effective Time,  holders of Company Common Stock shall be
entitled  to  receive  in  exchange  therefor  the Cash  Consideration  and Note
Consideration to which such holder of Company Common Stock is entitled  pursuant
to Section 2.6 above.  It is  specifically  agreed and understood by the parties
that Stock  Certificates are being held by the Shareholders'  Lender but will be
delivered by the Shareholders by no later than ten (10) days of the Closing Date
and the  provisions  of Section  2.7(a) are subject to this  qualification.  The
Stock Certificates so surrendered shall forthwith be canceled.  No interest will
accrue or be paid to the holder of any Company Common Stock.  From and after the
Effective  Date,  until  surrendered as  contemplated  by this Section 2.7, each
Stock  Certificate  shall be deemed for all  corporate  purposes to evidence the
amount of the Cash  Consideration and Note  Consideration into which the Company
Common Stock represented by such Stock Certificate have been converted.

            (b) Except for any payments  required pursuant to Sections 2.6(d) or
(e), the Cash Consideration and Note Consideration  delivered upon the surrender
for exchange of Company  Common Stock in accordance  with the terms hereof shall
be deemed to have been delivered in full  satisfaction of all rights  pertaining
to such  Company  Common  Stock.  There  shall  be no  further  registration  of
transfers on the stock  transfer  books of the Surviving  Corporation of Company
Common Stock which were outstanding immediately prior to the Effective Time. If,
after the  Effective  Time,  Stock  Certificates  are presented to the Surviving
Corporation for any reason,  they shall be canceled and exchanged as provided in
this Section 2.7, provided that the presenting holder is listed on the Company's
Shareholder list as a holder of Company Common Stock.

            (c) In the event  that any  Stock  Certificates  evidencing  Company
Common Stock shall have been lost, stolen or destroyed,  the Parent shall pay in
exchange for such lost, stolen or destroyed Stock Certificates,  upon the making
of an affidavit of that fact by the holder thereof, such Merger Consideration as
may be required pursuant to Section 2.6 above;  provided,  however,  that Parent
may, in its  discretion  and as a condition  precedent to the issuance  thereof,
require  the owner of such  lost,  stolen or  destroyed  Stock  Certificates  to
deliver a bond in such sum as it may reasonably  direct as indemnity against any
claim that may be made against  Parent or the Exchange Agent with respect to the
Stock Certificates alleged to have been lost, stolen or destroyed.

                                      -14-
<PAGE>

                                                                   Exhibit 10.30

            (d)  Notwithstanding  anything to the  contrary in this Section 2.7,
none of the  Surviving  Corporation  or any  party  hereto  shall be liable to a
holder of Company Common Stock for any amount properly paid to a public official
pursuant to any applicable abandoned property, escheat or similar law.

            (e) Each of the Parent,  Acquisition  Co. and the Company  will take
all such reasonable and lawful acts as may be necessary or desirable in order to
effectuate the Merger in accordance with this Agreement as promptly as possible.
If, at any time after the  Effective  Time,  any further  action is necessary or
desirable to carry out the purposes of this  Agreement and to vest the Surviving
Corporation  with full right,  title and  possession  to all  assets,  property,
rights,  privileges,  powers and  franchises  of the  Company,  the officers and
directors of the Company and Acquisition Co. are fully authorized in the name of
the respective corporations or otherwise to take, and will take, all such lawful
and  necessary  action  so long as such  action  is not  inconsistent  with this
Agreement.

      2.8. CLOSING.

            (a) Time and Place.  The closing of the Merger under this  Agreement
(the  "CLOSING")  shall take place at the  offices of Kane,  Russell,  Coleman &
Logan, P.C., 1601 Elm Street,  Suite 3700, Dallas, Texas 75201, at 10:00 a.m. on
March 28, 2005, or at such time and in such manner as the parties mutually agree
(the  "CLOSING  DATE").  Except as  otherwise  provided in this  Agreement,  the
failure to consummate the merger  provided for in this Agreement on the date and
time  specified  herein  will not  relieve  any party to this  Agreement  of any
obligation under this Agreement.

            (b) Closing  Deliveries by the Company and the Shareholders.  At the
Closing,  the  Company  and the  Shareholders,  as the case may be,  shall  have
delivered or caused to be delivered to Parent,  CRDE and/or  Acquisition Co., as
the case may be:

                  (i) the Articles of Merger, duly executed by the Company;

                  (ii) the  Non-Competition  Agreement by and between Parent and
Robert  Litton,  substantially  in the form of Exhibit C, duly  executed by such
parties;

                  (iii)  a   certificate   of  the   Secretary  of  the  Company
substantially  in the form of Exhibit D attached  hereto,  certifying  as of the
Closing Date (A) a true and complete copy of the organizational documents of the
Company  certified  as of a  recent  date by the  Secretary  of  State  of North
Carolina,  (B) a certificate of each  appropriate  Secretary of State certifying
the good standing of the Company in its state of incorporation and all states in
which it is  qualified  to do  business1,  (C) a true and  complete  copy of the
resolutions of the board of directors of the Company and the  resolutions of the
Shareholders  of the  Company,  each  authorizing  the  execution,  delivery and
performance  of  this  Agreement  by the  Company  and the  consummation  of the
transactions contemplated hereby and (D) incumbency matters;

--------
1     It is  specifically  agreed that the  certificates  required under Section
      2.8(b)(iii)(B)  shall be ordered by the  Shareholders (at their sole cost)
      prior to  Closing  but must be  received  by the  Parent by no later  than
      thirty (30) days of the Closing Date.

                                      -15-
<PAGE>

                                                                   Exhibit 10.30

                  (iv) a Release by each of the  Shareholders,  substantially in
the form of Exhibit E attached  hereto (the  "RELEASE"),  duly  executed by each
Shareholder;

                  (v)  resignation  letter of each of the officers and directors
of the Company, dated effective as of the Closing;

                  (vi) an opinion of  Kilpatrick  Stockton  LLP,  counsel to the
Company  and the  Shareholders,  substantially  in the form  attached  hereto as
Exhibit F with respect to matters  contained  in Article III and other  relevant
matters;

                  (vii) a listing of the amount of Note  Consideration  and Cash
Consideration  to be paid at the  Closing to each  Person  entitled to receive a
portion  thereof  pursuant to the terms  hereof to be  attached as Schedule  2.8
hereto;

                  (viii)  a   Subordination   Agreement   by  each   Shareholder
substantially in the form of Exhibit G (each, a "SUBORDINATION AGREEMENT");

                  (ix) an Information Certificate in the form of Exhibit J;

                  (x) the  Registration  Rights Agreement in the form of Exhibit
K;

                  (xi) the Employment  Agreement (between the Company and Robert
Litton) in the form of Exhibit L;

                  (xii) the Non-Competition  Agreement by and between Parent and
Steve Williams in the form of Exhibit M, duly executed by such parties;

                  (xiii) the Assignment  Agreement  covering 21 nurses  (between
Team Staffing International, LLC and the Company) in the form of Exhibit N;

                  (xiv) the First  Amendment  to the  Lease  Agreement  (between
Landlord  and the  Company) in the form of Exhibit O,  provided in the event the
same has not been  finalized  by the  parties  by the  Closing  Date it shall be
mutually negotiated in good-faith and finalized by the parties after Closing and
will not constitute an item to be delivered at Closing;  provided,  further, the
first year  (beginning  with April 1, 2005) rent to be charged by Landlord under
said Lease Agreement shall not exceed $120,000 on an annual basis;

                  (xv)  the  Administrative   Sharing  Agreement  (between  Team
Staffing International,  LLC and the Company) in the form of Exhibit P, provided
in the event the same has not been  finalized by the parties by the Closing Date
it shall be mutually  finalized  (acting in  good-faith)  by the  parties  after
Closing and will not constitute an item to be delivered at Closing;

                  (xvi) a consent of Landlord in form and substance satisfactory
to Parent's Lender; and

                                      -16-
<PAGE>

                                                                   Exhibit 10.30

                  (xvii) such other  documents as Parent or Parent's  Lender may
reasonably  request  for the purpose of  facilitating  the  consummation  of the
Contemplated Transactions.

            (c) Closing  Deliveries  By Parent.  At the  Closing,  Parent,  CRDE
and/or Acquisition Co., as the case may be, shall have delivered or caused to be
delivered to the Company and/or the Shareholders, as the case may be:

                  (i) the Non-Competition Agreement, duly executed by Parent and
each Shareholder in the forms of Exhibit C and Exhibit M;

                  (ii) the Note  Consideration  and Cash  Consideration for each
Shareholder as set forth on Section 2.8 of the Company Disclosure Schedule;

                  (iii) a certificate of the Secretary of CRDE  substantially in
the form of Exhibit H attached  hereto,  certifying as of the Closing Date (A) a
true and complete copy of the organizational documents of CRDE certified as of a
recent date by the Secretary of State of Delaware,  (B) a true and complete copy
of the resolutions of the board of directors of CRDE  authorizing the execution,
delivery and  performance of this Agreement by CRDE and the  consummation of the
transactions contemplated hereby and (C) incumbency matters; and

                  (iv)  a  certificate  of  the  Secretary  of  Acquisition  Co.
substantially  in the form of Exhibit I attached  hereto,  certifying  as of the
Closing Date (A) a true and  complete  copy of the  organizational  documents of
Acquisition Co., (B) a true and complete copy of the resolutions of the board of
directors and shareholder of Acquisition Co. authorizing the execution, delivery
and performance of this Agreement by Acquisition Co. and the consummation of the
transactions contemplated hereby and (C) incumbency matters;

                  (v) the  Registration  Rights Agreement in the form of Exhibit
K; and

                  (vi) the Employment  Agreement (between the Company and Robert
Litton) in the form of Exhibit L.

      2.9.  EXEMPTION FROM  REGISTRATION.  Based on the  representations  of the
Shareholders  to the Parent  regarding their  respective  investor  status,  the
parties  acknowledge  that the issuance of the Parent Common Stock issuable upon
conversion  of  the  Notes  (the  "Conversion   Shares")  will  be  exempt  from
registration  requirements  of  the  Securities  Act  pursuant  to  the  private
placement  exemption provided by Rule 505 and/or 506 of Regulation D promulgated
under  the  Securities  Act  and/or  Section  4(2) of the  Securities  Act,  and
applicable state securities laws.

      2.10. AUTHORIZATION OF THE SHAREHOLDER REPRESENTATIVE.

            (a) Robert  Litton  (one of the  Shareholders)  (and each  successor
appointed in accordance with this Section 2.10) is hereby appointed,  authorized
and  empowered  to act as the  stockholder  representative  (when acting in such
capacity,  the "SHAREHOLDER  REPRESENTATIVE") on behalf of the Shareholders,  in
connection  with  and  to  facilitate  the   consummation  of  the  transactions
contemplated by this Agreement,  which powers shall include, without limitation:
(i) to deliver all  certificates  representing the Company Common Stock tendered
therewith to Parent; (ii) to prosecute,  negotiate, defend, agree to, enter into
settlements  and  comprises  of, and comply  with orders of courts and awards of
arbitrators  with respect to  indemnification  claims or other disputes  arising
under this  Agreement;  (iii) to resolve any  indemnification  claims under this
Agreement;  and (iv) to make,  execute,  acknowledge  and deliver all such other
agreements,  guarantees,  orders,  receipts,  endorsements,  notices,  requests,
instructions,  certificates,  stock powers, letters and other writings,  and, in
general,  to do any and all  things  and to take  any and all  actions  that the
Shareholder  Representative  in his sole and absolute  discretion,  may consider
necessary or proper or  convenient in connection  with the  consummation  of the
transactions contemplated by this Agreement.

                                      -17-
<PAGE>

                                                                   Exhibit 10.30

      Accordingly, the Shareholder Representative shall have unlimited authority
and power to act on behalf of the  Shareholders  with respect to this  Agreement
and  the  disposition,   settlement  or  other  handling  of  all  disputes  and
indemnification  claims,  and other rights or obligations  arising from or taken
pursuant to this Agreement.  Each Shareholder will be bound by all actions taken
by the  Shareholder  Representative  in  connection  with  this  Agreement.  The
Shareholder Representative shall not be liable to any Shareholder for any costs,
damages  or  expenses  incurred  in  connection  with  the  performance  of  his
responsibilities hereunder, except to the extent such costs, damages or expenses
arise  from  the  Shareholder  Representative's  intentional  misconduct,  gross
negligence or fraudulent acts.

      The grant of  authority  provided for in this Section 2.10 is coupled with
an interest and is being granted,  in part, as an inducement to Parent, CRDE and
Acquisition  Co. to enter  into this  Agreement,  and shall be  irrevocable  and
survive the death,  incompetency,  bankruptcy or liquidation of any  Shareholder
and shall be binding upon any successor thereto.

      Parent,  CRDE,  Acquisition Co. and Surviving  Corporation  shall have the
right to rely upon all actions  taken or omitted to be taken by the  Shareholder
Representative  pursuant to this Agreement or any applicable ancillary document,
and notwithstanding  anything herein to the contrary,  Parent, CRDE, Acquisition
Co. and Surviving  Corporation  shall not have any  responsibility or obligation
whatsoever to any  Shareholder  or to any other party with respect to or arising
out of the actions taken or any inaction by the Shareholder Representative.

            (b) If the  Shareholder  Representative  is unable or unavailable to
perform his duties hereunder,  a successor  Shareholder  Representative shall be
selected  by a  majority  (based  on  percentage  of  stock  ownership)  of  the
Shareholders of the Company.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

      The Company and each of the Shareholders, jointly and severally, represent
and warrant to Parent,  CRDE and Acquisition Co. as of the date hereof and as of
the Closing Date as follows:

                                      -18-
<PAGE>

                                                                   Exhibit 10.30

      3.1.  ORGANIZATION  OF THE  COMPANY.  The  Company is a  corporation  duly
organized, validly existing, and in good standing under the laws of the State of
North  Carolina.  The Company is duly  authorized to conduct  business and is in
good standing in the State of North  Carolina and each  jurisdiction  where such
qualification  is  required  except  for any  jurisdiction  where  failure so to
qualify would not have a Material  Adverse Effect upon the Company.  The Company
has full power and authority, and holds all Permits and authorizations necessary
to carry on its business and to own and use the Assets and Properties  owned and
used by the Company except where the failure to have such power and authority or
to hold such Permit or authorization would not have a Material Adverse Effect on
the Company's business. The Company has delivered to Parent correct and complete
copies of its charter documents and organizational documents, each as amended to
date.

      3.2. CAPITAL STOCK OF THE COMPANY.

            (a) The  authorized  capital  stock of the  Company  consists of (i)
100,000 shares of common stock, no par value ("COMPANY COMMON STOCK"),  of which
2,000 shares are issued and outstanding as of the date hereof; (ii) no shares of
capital  stock of the  Company  in  treasury;  and (iii) no shares of  preferred
stock. Each share of the issued and outstanding  capital stock of the Company is
duly authorized, validly issued, fully paid and nonassessable. Section 3.2(a) of
the  Company  Disclosure  Schedule  sets  forth a  complete  and  accurate  list
specifying   the  number  of  shares  of  Company  Common  Stock  held  by  each
Shareholder.

            (b)  There  are  no   subscriptions,   options,   warrants,   calls,
commitments and other rights of any kind for the purchase or acquisition of, and
any  securities  convertible  or  exchangeable  for,  any  capital  stock of the
Company,  including the holder  thereof,  the number of shares of Company Common
Stock subject thereto,  the exercise price, date of grant,  vesting schedule and
expiration thereof and any terms regarding the acceleration of vesting thereof.

            (c) Except as provided in Section  3.2(c) of the Company  Disclosure
Schedule, there are no agreements to which the Company is a party or by which it
is bound with  respect  to the  voting  (including  voting  trusts or  proxies),
registration under the Securities Act, or sale or transfer (including agreements
relating to  pre-emptive  rights,  rights of first  refusal,  co-sale  rights or
"drag-along"  rights) of any securities of the Company.  To the Knowledge of the
Company,  there are no agreements  among other parties,  to which the Company is
not a party and by which it is not bound,  with respect to the voting (including
voting trusts or proxies) or sale or transfer (including  agreements relating to
rights  of  first  refusal,  co-sale  rights  or  "drag-along"  rights)  of  any
securities of the Company.

      3.3.  OWNERSHIP  OF  SHARES.  Except  as set forth in  Section  3.3 of the
Company Disclosure  Schedule,  each of the Shareholders owns beneficially and of
record  that  number of shares of Company  Common  Stock  listed  opposite  such
Shareholder's  name in Section 3.2(a) of the Company Disclosure  Schedule,  free
and clear of all Encumbrances,  and has good and valid title to such shares. The
delivery of the stock  certificate(s)  representing the Outstanding Common Stock
in the manner provided in Section 2.7 will transfer to the Parent good and valid
title thereto free and clear of all Encumbrances.

      3.4.  AUTHORITY OF THE COMPANY.  The Company has all  necessary  power and
authority and has taken all action  necessary to enter into this  Agreement,  to
consummate the transactions  contemplated  hereby and to perform its obligations
hereunder and no other  proceedings  on the part of the Company are necessary to
authorize this Agreement or to consummate the transactions  contemplated hereby.
This  Agreement has been duly and validly  executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company enforceable
against  the  Company  in  accordance  with its terms  except  (i) as limited by
applicable bankruptcy, insolvency, reorganization,  moratorium and other laws of
general  application  affecting  enforcement of creditors'  rights generally and
(ii) as limited by laws relating to the  availability  of specific  performance,
injunctive relief or other equitable remedies.

                                      -19-
<PAGE>

                                                                   Exhibit 10.30

      3.5.  NO  AFFILIATES.  Except  as  listed in  Section  3.5 of the  Company
Disclosure  Schedule,  the Company does not have any Affiliates or  subsidiaries
and is not a partner in any partnership or a party to a joint venture.

      3.6.  NO  CONFLICTS.  The  execution  and  delivery by the Company of this
Agreement does not, and the performance by the Company of its obligations  under
this Agreement and the consummation of the transactions contemplated hereby will
not:

            (a)  conflict  with or result in a violation or breach of any of the
terms,  conditions  or  provisions  of the  charter  documents,  bylaws or other
organizational documents of the Company;

            (b) conflict with or result in a violation or breach of, or give any
Governmental  or Regulatory  Authority the right to revoke,  withdraw,  suspend,
cancel,  termination or modify any term or provision of any law, Order,  Permit,
statute, rule or regulation applicable to the Company, the business or Assets or
Properties of the Company or the capital stock of the Company Common Stock;

            (c) result in a breach  of, or default  under (or give rise to right
of termination,  modification,  cancellation or  acceleration)  under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
agreement, lease or other similar instrument or obligation to which the Company,
any of its Assets  and  Properties  or the  Company  Common  Stock may be bound,
except for such  breaches  or  defaults  as set forth in  Section  3.6(c) of the
Company Disclosure  Schedule as to which requisite waivers or consents will have
been obtained by the Closing Date;

            (d)  cause any of the  Assets or  Properties  of the  Company  to be
reassessed or revalued by any taxing authority or any Governmental or Regulatory
Authority;

            (e) result in an imposition or creation of any Encumbrance or Tax on
the business or Assets or Properties of the Company or the Company Common Stock.

      3.7. CONSENTS AND GOVERNMENTAL APPROVALS AND FILINGS. No consent, approval
or action of, filing with or notice to any Governmental or Regulatory  Authority
on the part of the  Company  is  required  in  connection  with  the  execution,
delivery  and  performance  of  this  Agreement  or  the   consummation  of  the
transactions contemplated hereby.

      3.8. BOOKS AND RECORDS.  The minute books and other  corporate  records of
the Company as made  available to Parent  contain a true and complete  record of
all  actions  taken  at all  meetings  and by all  written  consents  in lieu of
meetings of the  Shareholders,  the boards of directors  and  committees  of the
boards of directors of the Company.  The Company has delivered or made available
true and complete  copies of each document which has been requested by Parent or
its counsel in connection with their legal and accounting review of the Company.
To the Knowledge of the Company,  the stock  transfer  ledgers and other similar
records of the Company  accurately reflect all issuances and record transfers in
the capital stock of the Company. The Books and Records of the Company are true,
correct and complete,  represent  bonafide  business  transactions and have been
maintained  in  accordance  with  sound  business  practices,  including  to the
Knowledge  of the Company  the  maintenance  of an  adequate  system of internal
controls.

                                      -20-
<PAGE>

                                                                   Exhibit 10.30

      3.9. COMPANY FINANCIAL STATEMENTS. The Company has previously delivered to
Parent the Company  Financial  Statements and the pro-forma income statement for
twelve (12) months  ended  December 31, 2004 a copy of which is attached as part
of  Section  3.9 of the  Company  Disclosure  Schedule.  The  Company  Financial
Statements  (i) are  materially  true,  correct  and  complete,  (ii) other than
Interim Financial Statements, have been prepared in accordance and in conformity
with GAAP,  and (iii)  fairly  present the  financial  condition  and results of
operations of the Company as of the respective dates thereof and for the periods
covered  thereby  (except  Interim  Financial  Statements  are subject to normal
period-end   adjustments,   accruals,  and  lack  footnotes  and  certain  other
presentation  items);   provided,   however,  the  parties  hereto  specifically
acknowledge that the Interim Financial  Statements are unaudited and prepared by
the management of the Company and that  immediately  prior to the Effective Time
the Related Party Loans will be satisfied,  forgiven or distributed as dividends
in accordance with Section 2.6(d).

      3.10.  ABSENCE OF CHANGES.  Except for the  execution and delivery of this
Agreement and the  transactions to take place pursuant hereto on or prior to the
Closing Date,  since December 31, 2004,  there has not been any Material Adverse
Change, or any event or development  which,  individually or together with other
such events, could reasonably be expected to result in a Material Adverse Effect
on the Company.

      3.11. NO UNDISCLOSED  LIABILITIES.  Except as disclosed in Section 3.11 of
the Company Disclosure  Schedule or in the Company Financial  Statements,  there
are no liabilities,  whether known or unknown,  whether  asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether liquidated
or  unliquidated,  and whether  due or to become  due,  whether or not of a kind
required  by GAAP to be set  forth  on a  financial  statement  or on the  notes
thereto,   including   but  not  limited  to  any   liability   for  Taxes  (the
"Liabilities"),  nor any basis for any claim  against  the  Company for any such
liabilities,  relating  to or  affecting  the  Company  or any of its Assets and
Properties,  other than such liabilities incurred after December 31, 2004 in the
Ordinary  Course of Business  which have not had,  and could not  reasonably  be
expected to result in,  individually  or in the  aggregate,  a Material  Adverse
Effect on the Company. To the Knowledge of the Company there is no circumstance,
condition,  event or arrangement that may hereafter give rise to any liabilities
of the Company or any successor to its business except in the Ordinary Course of
Business or is otherwise set forth on in Section 3.11 of the Company  Disclosure
Schedule.

      3.12. TANGIBLE PERSONAL PROPERTY.  The Company is in possession of and has
good and  marketable  title  to, or has valid  leasehold  interests  in or valid
rights  under  written  agreements  to  use,  all  tangible  personal  property,
equipment,  plants, buildings,  structures,  facilities and all other Assets and
Properties  used in or  reasonably  necessary  for the conduct of the  Company's
business,  including  all tangible  personal  property  reflected on the Company
Financial Statements and any tangible personal property acquired since that date
other  than  property  disposed  of since  such date in the  Ordinary  Course of
Business.  All such tangible personal property,  equipment,  plants,  buildings,
structures, facilities and all other assets and properties are listed in Section
3.12  of  the  Company  Disclosure  Schedule  and  are  free  and  clear  of all
Encumbrances,  other than Permitted  Encumbrances  which have not had a Material
Adverse Effect on the Company.

                                      -21-
<PAGE>

                                                                   Exhibit 10.30

      3.13. BENEFIT PLANS; ERISA.

            (a) Section  3.13(a) of the Company  Disclosure  Schedule lists each
Benefit Plan together with a brief  description  of the type of plan and benefit
provided thereunder.  The Company has no commitment,  proposal, or communication
to employees  regarding  the creation of an  additional  Plan or any increase in
benefits  under any Benefit Plan.  The Company has provided to Parent (i) a copy
of each Benefit Plan (including  amendments) and a list of persons participating
in such arrangement,  (ii) the three most recent annual reports on the Form 5500
series for each  Benefit  Plan  required  to file such report and (iii) the most
recent trustee's report for each Benefit Plan funded through a trust.

            (b) Neither the Company,  an ERISA Affiliate or predecessor  thereof
has ever  maintained,  contributed  to or been  obligated to  contribute  to any
Defined  Benefit Plan or  multiemployer  plan (as defined in Section  (3)(37) or
4001(a)(3)  of ERISA) and no condition  exists that  presents a material risk to
the Company or an ERISA  Affiliate  of  incurring a liability  under Title IV of
ERISA.

            (c) Each Benefit  Plan has been  operated  and  administered  in all
material respects in accordance with its terms and, as of the Closing Date, will
be in  full  compliance,  in  form  and  operation,  with  all  applicable  laws
(including but not limited to ERISA and the Code). The reserves reflected in the
Company  Financial  Statements  for the  obligations  of the  Company  under all
Benefit Plans are adequate and were determined in accordance with GAAP.

            (d) Each Qualified Plan has received a determination letter from the
Internal  Revenue  Service  confirming that it qualifies under Section 401(a) of
the Code and nothing has occurred  since the issuance of that letter which would
adversely affect such qualified status or the plan sponsor's  ability to rely on
such determination letter.

            (e) No Benefit Plan provides benefits,  including without limitation
death or medical benefits  (whether or not insured),  with respect to current or
former employees of the Company or any ERISA Affiliate beyond their  termination
of service  (other than (i) coverage  mandated by applicable  law, (ii) benefits
under  a  Qualified  Plan,  (iii)  deferred  compensation  benefits  accrued  as
liabilities on the books of the Company or any ERISA  Affiliate or (iv) benefits
the full cost of which is borne by any current or former employee (or his or her
beneficiary)).

            (f)  The  consummation  of the  transactions  contemplated  by  this
Agreement  will not,  either  immediately  or upon the  occurrence  of any event
thereafter, (i) entitle any current or former employee or officer or director of
the Company or any ERISA Affiliate to severance pay,  unemployment  compensation
or any other  payment,  or (ii)  accelerate  the time of payment or vesting,  or
increase the amount of compensation otherwise due any such individual.

                                      -22-
<PAGE>

                                                                   Exhibit 10.30

            (g)  There  are no  pending  or, to the  Knowledge  of the  Company,
anticipated  or  threatened  claims by or on behalf of any Benefit  Plan, by any
employee or  beneficiary  covered  under any such  Benefit  Plan,  or  otherwise
involving any such Benefit Plan (other than routine claims for benefits).

      3.14. REAL PROPERTY.  The Company does not own any real property.  Section
3.14 of the Company  Disclosure  Schedule contains a complete and accurate legal
description of each parcel of real property  leased by the Company (as lessee or
lessor)  (the  "Real  Property")  and all  Encumbrances  (other  than  Permitted
Encumbrances)  relating to or  affecting  the Real  Property.  The Company has a
valid leasehold interest in all real property used in or relating to the conduct
of the  Company's  business,  free and  clear  of all  Encumbrances  other  than
Permitted  Encumbrances.  The  Company  has  rights of ingress  and egress  with
respect  to the  Real  Property,  and  all  buildings,  structures,  facilities,
fixtures  and other  improvements  thereon  material  for the  operation  of the
Company's  business.  Each lease with  respect to the Real  Property is a legal,
valid and binding  agreement of the Company  subsisting in full force and effect
enforceable  in  accordance  with its terms,  and except as set forth in Section
3.14 of the Company  Disclosure  Schedule,  there is no, and the Company has not
received notice of any,  default (or any condition or event which,  after notice
or lapse of time or both, would constitute a default) thereunder.

      3.15. PROPRIETARY INFORMATION OF THIRD PARTIES. No third party has claimed
that any Person  employed by or affiliated  with the Company in connection  with
and during the  Company's  operation  of its business has (i) violated or may be
violating  any  of  the  terms  or  conditions  of  such  Person's   employment,
non-competition  or  non-disclosure   agreement  with  such  third  party,  (ii)
disclosed or may be disclosing  or utilized or may be utilizing any  proprietary
information or  documentation of such third party, or (iii) interfered or may be
interfering in the employment  relationship  between such third party and any of
its present or former employees.  No third party has requested  information from
the Company which  relates to such a claim.  Except as set forth in Section 3.15
of the Company Disclosure  Schedule,  to the Knowledge of the Company, no Person
employed by or  affiliated  with the Company in  connection  with and during the
Company's  ownership and operation of its business has employed any trade secret
or any  information or  documentation  proprietary to any former employer and no
Person  employed by or affiliated with the Company in connection with and during
the  Company's  ownership  and  operation  of  its  business  has  violated  any
confidential  relationship  which such Person may have had with any third party,
in connection  with the sale of any service or proposed  service of the Company,
and to the Knowledge of the Company, there is no reason to believe there will be
any such employment or violation.

      3.16. COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS.

            (a) Except as set forth in Section 3.16(a) of the Company Disclosure
Schedule:

                                      -23-
<PAGE>

                                                                   Exhibit 10.30

                  (i) the Company  is, and at all times since its  incorporation
has  been,  in  full  compliance  with  each  Legal  Requirement  that is or was
applicable to it or to the conduct or operation of its business or the ownership
or use of any of its Assets and  Properties  except where  failure to so comply,
individually  and in the  aggregate,  would not reasonably be expected to have a
Material Adverse Effect with respect to the Company;

                  (ii) no event has occurred or  circumstance  exists that (with
or without  notice or lapse of time) (A) may constitute or result in a violation
by the  Company of, or failure on the part of the  Company to comply  with,  any
Legal  Requirement,  or (B) may give rise to any  obligation  on the part of the
Company to undertake, or to bear all or any portion of the cost of, any remedial
action of any nature; and

                  (iii)  the  Company  has not  received  any  notice  or  other
communication  (whether  oral or written)  from any  Governmental  or Regulatory
Authority or any other Person regarding (A) any actual,  alleged,  possible,  or
potential violation of, or failure to comply with, any Legal Requirement, or (B)
any  actual,  alleged,  possible,  or  potential  obligation  on the part of the
Company to undertake, or to bear all or any portion of the cost of, any remedial
action of any nature.

            (b) Section 3.16(b) of the Company  Disclosure  Schedule  contains a
complete and accurate list of each  Governmental  Authorization  that is held by
the  Company  or that  otherwise  relates to the  business  of, or to any of the
Assets  and  Properties  owned  or  used  by,  the  Company.  Each  Governmental
Authorization  listed or required to be listed in Section 3.16(b) of the Company
Disclosure  Schedule  is valid and is in full  force and  effect.  Except as set
forth on Section 3.16(b) of the Company Disclosure Schedule:

                  (i)  the  Company  is,  and at all  times  has  been,  in full
compliance  with  all  of  the  terms  and  requirements  of  each  Governmental
Authorization  identified or required to be identified in Section 3.16(b) of the
Company Disclosure Schedule except where failure to so comply,  individually and
in the aggregate,  would not  reasonably be expected to have a Material  Adverse
Effect with respect to the Company;

                  (ii) no event has  occurred  or  circumstance  exists that may
(with or without notice or lapse of time) (A)  constitute or result  directly or
indirectly in a violation of or a failure to comply with any term or requirement
of any  Governmental  Authorization  listed or  required to be listed in Section
3.16(b) of the Company Disclosure Schedule, or (B) result directly or indirectly
in the revocation, withdrawal,  suspension,  cancellation, or termination of, or
any  modification to, any  Governmental  Authorization  listed or required to be
listed in Section 3.16(b) of the Company Disclosure Schedule;

                  (iii)  the  Company  has not  received  any  notice  or  other
communication  (whether  oral or written)  from any  Governmental  or Regulatory
Authority or any other Person regarding (A) any actual,  alleged,  possible,  or
potential  violation of or failure to comply with any term or requirement of any
Governmental Authorization,  or (B) any actual, proposed, possible, or potential
revocation,   withdrawal,   suspension,   cancellation,   termination   of,   or
modification to any Governmental Authorization; and

                                      -24-
<PAGE>

                                                                   Exhibit 10.30

                  (iv) all  applications  required  to have  been  filed for the
renewal of the  Governmental  Authorizations  listed or required to be listed in
Section  3.16(b) of the Company  Disclosure  Schedule  have been duly filed on a
timely basis with the appropriate  Governmental or Regulatory Authority, and all
other  filings  required  to have been made with  respect  to such  Governmental
Authorizations  have  been  duly  made on a timely  basis  with the  appropriate
Governmental  or Regulatory  Authority  other than those the failure of which to
obtain, possess or make would not have a Material Adverse Effect with respect to
the Company.

      The Governmental  Authorizations  listed in Section 3.16(b) of the Company
Disclosure   Schedule   collectively   constitute   all  of   the   Governmental
Authorizations  necessary to permit the company to lawfully  conduct and operate
its business in the manner it currently  conducts and operates such business and
to  permit  the  Company  to own and use its  assets  in the  manner in which it
currently  owns and uses such  assets  other than those the  failure of which to
obtain, possess or make would not have a Material Adverse Effect with respect to
the Company.

      3.17. LEGAL PROCEEDINGS; ORDERS.

            (a) Except as set forth in Section 3.17(a) of the Company Disclosure
Schedule, there is no pending Proceeding:

                  (i) that has been  commenced by or against the Company or that
otherwise  relates  to or may affect  the  business  of, or any of the Assets or
Properties owned or used by the Company; or

                  (ii)  that  challenges,   or  that  may  have  the  effect  of
preventing,  delaying, making illegal, or otherwise interfering with, any of the
Contemplated Transactions.

      To the  Knowledge  of  the  Company,  (1)  no  such  Proceeding  has  been
Threatened,  and (2) no event has occurred or circumstance  exists that may give
rise to or serve as a basis for the  commencement  of any such  Proceeding.  The
Company has delivered to Parent  copies of all  pleadings,  correspondence,  and
other  documents  relating to each  Proceeding  listed in Section 3.17(a) of the
Company  Disclosure  Schedule.  The Proceedings listed in Section 3.17(a) of the
Company  Disclosure  Schedule  will not have a  Material  Adverse  Effect on the
business, operations, assets, condition, or prospects of the Company.

            (b) Except as set forth in Section 3.17(b) of the Company Disclosure
Schedule:

                  (i) the  Company is not  subject to any Order that  relates to
the business  of, or any of the assets owned or used by, the Company  other than
any such  order  which,  individually,  or in the  aggregate,  would  not have a
Material Adverse Effect with respect to the Company; and

                  (ii) no officer,  director,  agent, or employee of the Company
is  subject  to any Order that  prohibits  such  officer,  director,  agent,  or
employee  from  engaging in or  continuing  any conduct,  activity,  or practice
relating to the business of the Company.

            (c) Except as set forth in Section 3.17(c) of the Company Disclosure
Schedule:

                                      -25-
<PAGE>

                                                                   Exhibit 10.30

                  (i)  the  Company  is,  and at all  times  has  been,  in full
compliance with all of the terms and  requirements of each Order to which it, or
any of the  Assets or  Properties  owned or used by it, is or has been  subject,
except where failure to so comply,  individually and in the aggregate, would not
reasonably  be expected to have a Material  Adverse  Effect with  respect to the
Company;

                  (ii) no event has  occurred  or  circumstance  exists that may
constitute or result in (with or without notice or lapse of time) a violation of
or  failure  to comply  with any term or  requirement  of any Order to which the
Company,  or any of the Assets or  Properties  owned or used by the Company,  is
subject; and

                  (iii)  the  Company  has not  received  any  notice  or  other
communication  (whether  oral or written)  from any  Governmental  or Regulatory
Authority  or any other  Person  regarding  any actual,  alleged,  possible,  or
potential  violation of, or failure to comply with,  any term or  requirement of
any Order to which the Company, or any of the Assets or Properties owned or used
by the Company, is or has been subject.

      3.18. CONTRACTS.

            (a) Section 3.18 of the Company Disclosure  Schedule contains a true
and  complete  list of each of the  following  contracts,  agreements  or  other
arrangements  to which the  Company is a party or by which any of its Assets and
Properties is bound (and, to the extent oral,  accurately describes the terms of
such contracts, agreements and arrangements):

                  (i) all collective bargaining or similar labor agreements;

                  (ii) all contracts for the employment of any officer, employee
or other Person or entity on a full time,  part time,  consulting or other basis
and all independent contractor agreements;

                  (iii) all loan agreements,  indentures,  debentures,  notes or
letters of credit relating to the borrowing of money or to mortgaging,  pledging
or otherwise placing a lien on any material asset or material group of assets of
the Company;

                  (iv)  each  written  warranty,   guaranty,  or  other  similar
undertaking with respect to contractual performance extended by the Company;

                  (v) all leases or agreements under which the Company is lessee
or lessor of, or holds, or operates,  any property,  real or personal,  owned by
any other party;

                  (vi) all commitments,  contracts,  sales  contracts,  purchase
orders,  mortgage agreements or groups of related agreements with the same party
or any group or affiliated  parties  which require or may in the future  require
payment of any consideration by the Company;

                  (vii) all license agreements,  distribution  agreements or any
other agreements involving any of the Company's Intellectual Property, including
agreements  with  current  and  former  employees,  consultants  or  contractors
regarding the appropriation or the non-disclosure of any Intellectual Property;

                                      -26-
<PAGE>

                                                                   Exhibit 10.30

                  (viii)  each  joint  venture  partnership  and other  Contract
(however named) involving a sharing of profits,  losses, costs or liabilities by
the Company with any other Person;

                  (ix) any  Contract  for  payments  to or by any  Person by the
Company  based on sales,  purchases or profits,  other than direct  payments for
goods;

                  (x) each power of attorney  that is  currently  effective  and
outstanding;

                  (xi) each  Contract  entered  into other than in the  Ordinary
Course of Business that contains or provides for an express  undertaking  by the
Company to be responsible for consequential damages;

                  (xii) each  Contract  for  capital  expenditures  in excess of
$10,000;

                  (xiii) all  subscription  or other  agreements  related to the
equity ownership of the Company;

                  (xiv) all  contracts or  commitments  that in any way restrict
the Company from carrying on its business anywhere in the world;

                  (xv) all other  contracts and agreements  that (A) involve the
payment or potential payment in excess of $10,000,  pursuant to the terms of any
such contract or agreement,  by the Company and (B) cannot be terminated  within
30 days after  giving  notice of  termination  without  resulting in any cost or
penalty to the Company;

                  (xvi) all  contracts or  commitments  that in any way grants a
third party a right of first  refusal for the  purchase of the Company or any of
its Assets or Properties; and

                  (xvii) each amendment,  supplement,  and modification (whether
oral or written) in respect to any of the foregoing.

            (b) A correct and complete  copy of each  Contract  disclosed in the
Company  Disclosure  Schedule has been  previously  provided to Parent and CRDE.
Each  contract,   agreement  or  other  arrangement  disclosed  in  the  Company
Disclosure  Schedule is in full force and effect and constitutes a legal,  valid
and binding agreement, enforceable in accordance with its terms, of the Company,
and to the Knowledge of the Company,  the other parties thereto; and the Company
has performed all of its required  obligations under, and is not in violation or
breach of or default under, any such contract,  agreement or arrangement. To the
Knowledge of the Company,  the other parties to any such contract,  agreement or
arrangement  are not in  violation  or  breach  of or  default  under  any  such
contract, agreement or arrangement. To the Knowledge of the Company, none of the
present or former employees,  officers, directors or Shareholders of the Company
is a party to any oral or written contract or agreement  prohibiting any of them
from freely  competing with other parties or engaging in the Company's  business
as now  operated.  No event has  occurred or  circumstance  exists that (with or
without notice or the lapse of time) may contravene, conflict with, or result in
a violation or breach of, or give the Company or any other

                                      -27-
<PAGE>

                                                                   Exhibit 10.30

Person the right to  declare a default  or  exercise  any  remedy  under,  or to
accelerate the maturity or performance of, or to cancel, termination, or modify,
any  Contract to which the  Company is a party.  The Company has not given to or
received from any other Person any notice or other  communication  (whether oral
or written) regarding any actual,  alleged,  possible, or potential violation or
breach  of, or  default  under any  Contract.  There are no  renegotiations  of,
attempts to  renegotiate  or  outstanding  rights to  renegotiate  any  material
amounts paid or payable to the Company under  current or complete  Contract with
any Person and, to the Knowledge of the Company, no such Person has made written
demand for such renegotiation. The Contracts relating to the sale of services of
the Company have been  entered into in the Ordinary  Course of Business and have
been entered into without the commission of any act alone or in concert with any
other Person, or any consideration  having been paid or promised,  that would be
in violation of any Legal Requirement.

      3.19.  ACCOUNTS  RECEIVABLE.   All  Accounts  Receivable  of  the  Company
represent  valid  obligations  arising  from  sales  actually  made or  services
actually  performed  in the Ordinary  Course of  Business.  There is no contest,
claim,  or right of  set-off,  other  than  returns  in the  Ordinary  Course of
Business under any contract with any obligor of Accounts  Receivable relating to
the amount or validity of such Accounts Receivable.  Section 3.19 of the Company
Disclosure  Schedule  contains  a complete  and  accurate  list of all  Accounts
Receivable  as of the  Closing  Date,  which  lists sets forth the aging of such
Accounts Receivable.

      3.20.  ACCOUNTS  PAYABLE.  Set  forth  in  Section  3.20  of  the  Company
Disclosure  Schedule is a complete and accurate list of all accounts  payable of
the Company as of the  Cut-Off  (collectively,  the  "Accounts  Payable")  which
represent or will represent  obligations  of the Company  arising from purchases
actually made,  services actually received or obligations  otherwise incurred by
the Company.

      3.21. EQUIPMENT.  All tangible personal property and equipment used by the
Company in the  conduct of its  business  are in good  operating  condition  and
repair (subject to normal wear and tear) with no known material defects so as to
permit the operation of its business as presently  conducted,  no such equipment
or tangible  personal  property is in need of  maintenance or repairs except for
ordinary,  routine  maintenance  and repairs which are not material in nature or
cost, and with respect to each item of equipment and tangible personal property,
the  Company  has not  received  notification  that it is in  violation,  in any
material  respect,  of  any  applicable  building,  zoning,  subdivision,   fire
protection,  health or other law,  Order,  ordinance or  regulation  and no such
violation exists.

      3.22.  INSURANCE.  Set forth in  Section  3.22 of the  Company  Disclosure
Schedule is a complete  and accurate  list of all  primary,  excess and umbrella
policies,  bonds and other forms of insurance  currently  owned or held by or on
behalf of and/or providing  insurance  coverage to the Company or the Assets and
Properties  of  the  Company  (or  any  of the  Company's  directors,  officers,
salespersons, agents or employees), including the following information for each
such policy: type(s) of insurance coverage provided; name of insurer;  effective
dates;  policy  number;  per  occurrence  and annual  aggregate  deductibles  or
self-insured retentions; per occurrence and annual aggregate limits of liability
and the extent,  if any, to which the limits of liability  have been  exhausted.
All policies set forth on the Company Disclosure  Schedule are in full force and
effect,  and with respect to such policies,  all premiums  currently  payable or
previously due have

                                      -28-
<PAGE>

                                                                   Exhibit 10.30

been paid, and no notice of  cancellation  or termination has been received with
respect to any such policy. All such policies are sufficient for compliance with
all  requirements  of law and all  agreements to which the Company is a party or
otherwise  bound,  and  are  valid,  outstanding,  collectible  and  enforceable
policies  and, to the  Knowledge  of the  Company,  provide  adequate  insurance
coverage  for the  Company and the  business  and Assets and  Properties  of the
Company and will remain in full force and effect  through the  respective  dates
set forth in  Section  3.22 of the  Company  Disclosure  Schedule.  None of such
policies  contains a provision  that would permit the  termination,  limitation,
lapse,  exclusion or change in the terms of coverage of such policy  (including,
without  limitation,  a change  in the  limits  of  liability)  by reason of the
consummation of the Contemplated  Transactions.  Complete and accurate copies of
all such policies and related documentation have previously been provided to the
Parent.

      3.23. TAX MATTERS.

            (a) Except as set forth in Section  3.23 of the  Company  Disclosure
Schedule,  all Tax  Returns  required to be filed by or on behalf of the Company
have been duly filed on a timely basis and to the  Knowledge of the Company such
Tax Returns are true, complete and correct.  Except as set forth in Section 3.23
of the  Company  Disclosure  Schedule,  all Taxes shown to be payable on the Tax
Returns or on subsequent assessments with respect thereto have been paid in full
on a timely basis, and no other Taxes are payable by the Company with respect to
items  or  periods  covered  by such Tax  Returns  (whether  or not  shown on or
reportable  on such Tax Returns) or with respect to any period prior to Closing.
The Company has withheld and paid over all Taxes  required to have been withheld
and  paid  over,  and  complied  with  all  information   reporting  and  backup
withholding requirements, including maintenance of required records with respect
thereto,  in connection  with amounts paid or owing to any  employee,  creditor,
independent  contractor,  or other third party. There are no liens on any of the
assets of the Company with respect to Taxes,  other than liens for Taxes not yet
due and payable.  Except as set forth in Section 3.23 of the Company  Disclosure
Schedule,  the Company is not currently the beneficiary of any extension of time
within which to file any Tax Return.

            (b) Except as set forth in Section  3.23 of the  Company  Disclosure
Schedule, the amount of the Company's liability for unpaid Taxes for all periods
ending on or before March 27, 2005 does not, in the aggregate, exceed the amount
of the current  liability  accruals for Taxes  (excluding  reserves for deferred
Taxes), reflected on the Company Financial Statements, and except as provided in
Section 3.23 of the Company  Disclosure  Schedule,  the amount of the  Company's
liability for unpaid Taxes for all periods  ending on or before the Closing Date
shall not, in the aggregate, exceed the amount of the current liability accruals
for  Taxes  (excluding  reserves  for  deferred  Taxes),  as such  accruals  are
reflected on the Company  Financial  Statements,  as adjusted for operations and
transactions  in the  Ordinary  Course  of  Business  since  March  27,  2005 in
accordance  with past custom and practice.  There are no contracts,  agreements,
arrangements,  commitments  or  undertakings  relating to any prior audit of the
Company, and there are no contracts,  agreements,  arrangements,  commitments or
undertakings  with the Internal  Revenue  Service or any other  Governmental  or
Regulatory  Authority that have or are reasonably  likely to have a material and
adverse  impact on the  Company's  Taxes that are not  reflected  in the Company
Financial Statements.

                                      -29-
<PAGE>

                                                                   Exhibit 10.30

                  (c) To the  extent  such  documents  exist,  Parent  has  been
furnished by the Company true and  complete  copies of (i) relevant  portions of
income  tax  audit  reports,  statements  of  deficiencies,   closing  or  other
agreements  received  by the  Company or on behalf of the  Company  relating  to
Taxes,  and (ii) except as set forth in Section  3.23 of the Company  Disclosure
Schedule,  all federal and state income or franchise tax returns for the Company
for all periods ending on and after December 31, 2001.

            (d) The Tax  Returns of the  Company  have  never been  audited by a
Governmental or Regulatory Authority,  nor is any such audit in process, pending
or threatened  (either in writing or verbally,  formally or informally).  To the
Knowledge of the Company, and except as set forth in Section 3.23 of the Company
Disclosure  Schedule,  no  deficiencies  exist or have been asserted  (either in
writing or verbally, formally or informally) or are expected to be asserted with
respect to Taxes of the Company, and the Company has not received notice (either
in writing or verbally,  formally or  informally)  or expects to receive  notice
that it has not filed a Tax Return or paid Taxes required to be filed or paid by
it. The Company is neither a party to any action or proceeding for assessment or
collection of Taxes,  nor has such event been asserted or threatened  (either in
writing or verbally,  formally or informally)  against the Company or any of its
assets.  No waiver or extension of any statute of  limitations is in effect with
respect to Taxes or Tax Returns of the Company. The Company has disclosed on its
federal income tax returns all positions taken therein that could give rise to a
substantial  understatement  penalty  within the meaning of Section  6662 of the
Code.

            (e) The  Company  is not (nor  has it ever  been) a party to any Tax
sharing  agreement  or Tax  indemnity  agreement  and  has not  assumed  the Tax
liability  of any other Person  under  contract.  The Company is not or has ever
been a member of an affiliated  group filing a  consolidated  federal income Tax
Return  and,  except  as set forth in  Section  3.23 of the  Company  Disclosure
Schedule, the Company has no liability for the Taxes of any individual or entity
under Section 1.1502-6 of the Treasury  Regulations (or any similar provision of
state,  local or foreign  law) as a  transferee  or  successor,  by  contract or
otherwise.

            (f)  The  Company  does  not  have  any  deferred  income  or  gains
reportable  for Tax  purposes  which is not  reflected in the Tax Returns of the
Company for any period ending after the Closing Date that is  attributable  to a
transaction  occurring in, or resulting from a change in accounting method for a
period prior to the Closing Date (see  explanation  set forth in Section 3.23 of
the Company Disclosure Schedule).

            (g)  The   Company's  tax  basis  in  its  assets  for  purposes  of
determining its future  amortization,  depreciation and other federal income tax
deductions is accurately  reflected on the Tax Returns and the Books and Records
provided to Parent  (see  explanation  set forth in Section  3.23 of the Company
Disclosure Schedule).

            (h) All of the  Shareholders are "UNITED STATES PERSONS," within the
meaning of Section 7701(a)(30) of the Code.

                                      -30-
<PAGE>

                                                                   Exhibit 10.30

      3.24. LABOR AND EMPLOYMENT RELATIONS.  To the Knowledge of the Company, no
officer,  executive or group of five (5) or more employees of the Company has or
have any plans to  terminate  his,  her or their  employment  with the  Company.
Parent  acknowledges  that twenty four (24) of the  Company's  employees are not
citizens of the United States and that while these employees are employed by the
Company in compliance  with all United States  immigration  and labor laws,  the
immigration  status of such  employees  is subject to the rules and  regulations
(and  interpretation  thereof)  of the United  States  Federal  Government.  The
Company is not a party to or bound by any collective  bargaining  agreement with
any labor organization,  group or association covering any of its employees, and
to the  Knowledge of the  Company,  there are no attempts to organize any of the
Company's  employees  by any  Person,  unit or  group  seeking  to act as  their
bargaining  agent. The Company has complied with all applicable laws relating to
the employment of labor,  including provisions thereof relating to wages, hours,
equal opportunity,  collective  bargaining,  discrimination against race, color,
national  origin,  religious  creed,  physical or mental  disability,  sex, age,
ancestry, medical condition, marital status or sexual orientation,  occupational
health and safety and the  withholding  and payment of social security and other
Taxes. The Company is not liable for the payment of any  compensation,  damages,
taxes, fines, penalties or other amounts, however designated, for the failure to
comply with any of the  foregoing  Legal  Requirements.  To the knowledge of the
Company,  no  employees  of the  Company  are in  violation  of any  term of any
employment contract, patent disclosure agreement,  non-competition agreement, or
any restrictive  covenant to a former employer  relating to any such employee to
be employed by the Company  because of the nature of the  business  conducted or
presently proposed to be conducted by the Company or the use of trade secrets or
proprietary  information of others. There are no pending or, to the Knowledge of
the Company,  threatened charges (by employees,  independent contractors,  their
representatives  or  governmental  authorities)  of unfair labor practices or of
employment  discrimination  or of any other wrongful  action with respect to any
aspect of employment of any Person employed or formerly employed by the Company.
No union representation  elections relating to the Company's employees have been
scheduled by any Governmental or Regulatory Authority,  no organizational effort
is being made with respect to any of such employees, and no investigation of the
Company's  employment  policies or practices by any  Governmental  or Regulatory
Authority is pending or  threatened.  The Company is not  currently,  and in the
past has not been, involved in labor negotiations with any unit or group seeking
to become the bargaining unit for any employees of the Company.  The Company has
never  experienced  any work  stoppages and to the Knowledge of the Company,  no
work stoppage has been threatened or is planned.

      3.25.  CERTAIN  EMPLOYEES.  Set  forth  in  Section  3.25  of the  Company
Disclosure  Schedule  is (i) the  name,  title and  total  compensation  of each
officer and director of the Company; (ii) the name, title and total compensation
for each  other  employee,  consultant,  agent or  other  representative  of the
Company  for 2003 and 2004;  (iii) all wage and  salary  increase,  bonuses  and
increases  and any other  direct or indirect  compensation  received by any such
Person  since  December 31, 2004;  (iv) any payments or  commitments  to pay any
severance  or  termination  pay to any  current  or  former  officer,  director,
employee,  consultant,  contractor or agent of the Company;  and (v) any accrual
for, or commitment or agreement by the Company to pay, such increases,  bonus or
pay.  Except as set forth on Schedule  3.25,  the Company has not  received  any
notice from any such  Person  whether  orally or in writing  that he or she will
cancel or otherwise terminate such Person's  relationship with the Company. None
of such Persons has an employment  agreement or  understanding,  whether oral or
written,  with the  Company  which is not  terminable  on notice by the  Company
without cost or other liability to the Company.

                                      -31-
<PAGE>

                                                                   Exhibit 10.30

      3.26.  ABSENCE OF CERTAIN  DEVELOPMENTS.  Except for expenses  incurred in
connection with this Agreement, for events,  conditions,  actions or transaction
in the ordinary course of business (all of which shall be accounted and paid for
in accordance with any applicable  provisions of this Agreement),  and except as
set forth on Section 3.26 of the Company Disclosure Schedule, since December 31,
2004, the Company has not:

            (a) issued any stock,  bonds or other  corporate  securities  or any
right, options or warrants with respect thereto;

            (b) borrowed any amount,  obtained any letters of credit or incurred
or become subject to any liabilities in excess of $10,000 in the aggregate;

            (c)  discharged  or satisfied  any lien or  Encumbrance  or paid any
obligation or  liability,  other than current  liabilities  paid in the Ordinary
Course of Business and other than current federal income Tax liabilities;

            (d)  declared or made any payment or  distribution  of cash or other
property to Shareholders with respect to its stock, or purchased or redeemed any
shares of its capital stock;

            (e)  mortgaged  or  pledged  any of its  Assets  or  Properties,  or
subjected them to any lien,  charge or any other  Encumbrance,  except liens for
current property Taxes not yet due and payable;

            (f) sold,  leased,  subleased,  assigned or  transferred  any of its
Assets or Properties,  except in the Ordinary  Course of Business,  or cancelled
any debts or claims;

            (g) made any  changes  in any  employee,  consultant  or  contractor
compensation,  severance or  termination  agreement,  commitment or  transaction
other than  routine  salary  increases  consistent  with past  practice or offer
employment to any individuals;

            (h) entered into any material  transaction  or modified any existing
transaction (the aggregate consideration for which is in excess of $10,000);

            (i) suffered any damage,  destruction or casualty  loss,  whether or
not covered by insurance;

            (j) made any capital  expenditures,  additions  or  improvements  or
commitments  for the same,  except those made in the Ordinary Course of Business
which in the aggregate do not exceed $10,000;

            (k) entered into any transaction or operated the Company's  business
not in the Ordinary Course of Business;

            (l) made any change in its accounting methods or practices or ceased
making  accruals for taxes,  obsolete  inventory,  vacation and other  customary
accruals;

            (m) ceased from reserving cash to pay taxes,  principal and interest
on borrowed funds, and other customary expenses and payments;

                                      -32-
<PAGE>

                                                                   Exhibit 10.30

            (n)  caused  to be made any  reevaluation  of any of its  Assets  or
Properties;

            (o) caused to be entered into any  amendment or  termination  of any
lease,  customer or supplier contract or other material contract or agreement to
which it is a party, other than in the Ordinary Course of Business;

            (p)  made  any  material  change  in any of its  business  policies,
including, without limitation,  advertising,  distributing,  marketing, pricing,
purchasing,  personnel,  sales,  returns,  budget or product acquisition or sale
policies;

            (q)  terminated or failed to renew,  or received any written  threat
(that  was not  subsequently  withdrawn)  to  terminate  or fail to  renew,  any
contract or other agreement that is or was material to the Company's business or
its financial condition;

            (r)  permitted  to occur or be made any other event or  condition of
any character which has had a Material Adverse Effect on it;

            (s)  waived  any  rights  material  to  its  financial  or  business
condition;

            (t) made any illegal payment or rebates; or

            (u) entered into any agreement to do any of the foregoing.

      3.27. CUSTOMERS.  The Company has previously provided to Parent a true and
correct list of the Company's  current  customers  and the  Company's  customers
during the 2003 and 2004 fiscal  years  related to the Company  business.  Since
January 1, 2003 no single customer or group of affiliated customers contributing
more than $10,000 per annum to the gross revenues of the Company's  business has
terminated any of their  agreements  with the Company,  and no such customer has
given  notice to the Company of an intention to  discontinue  doing  business or
reduce  the  level of gross  revenues  from  that in  fiscal  year 2005 with the
Company  (see  comment  set  forth on  Section  3.27 of the  Company  Disclosure
Schedule).

      3.28.  BANK  ACCOUNTS.  Section  3.28 of the Company  Disclosure  Schedule
contains  a  complete  and  accurate  list  of each  deposit  account  or  asset
maintained  by or on behalf of the  Company  with any bank,  brokerage  house or
other  financial  institution,  specifying  with  respect  to each  the name and
address of the institution,  the name under which the account is maintained, the
account number,  and the name and title or capacity of each Person authorized to
have access thereto.

      3.29. PERMITS.  Section 3.29 of the Company Disclosure Schedule contains a
true and complete list of all Permits used in and material,  individually  or in
the  aggregate,  to the  Company's  business.  All such  Permits  are  currently
effective and valid and have been validly  issued,  except for those the failure
of which to obtain,  possess or make  would not have a Material  Adverse  Effect
with respect to the Company.  No additional  Permits are necessary to enable the
Company to conduct  its  business  in material  compliance  with all  applicable
federal, state and local laws. Neither the execution, delivery or performance of
this  Agreement  nor the  mere  passage  of time  will  have any  effect  on the
continued  validity  or  sufficiency  of the  Permits,  nor will any  additional
Permits be required by virtue of the execution,  delivery or performance of this
Agreement to enable the Company to conduct its business as now operated.  To the
Knowledge  of the  Company,  there is no  pending  Action or  Proceeding  by any
Governmental  or  Regulatory  Authority  which could affect the Permits or their
sufficiency for the current conduct of the Company's  business or of the conduct
of the Company's  business  after the Closing.  The Company has provided  Parent
with true and complete  copies of all Permits  listed in the Company  Disclosure
Schedule.

                                      -33-
<PAGE>

                                                                   Exhibit 10.30

      3.30.  REGULATORY  COMPLIANCE.  Except as provided in Section  3.30 of the
Company  Disclosure  Schedule,  to the  Knowledge  of the  Company,  neither the
Company  nor  any  of its  operations  are  regulated  by  any  Governmental  or
Regulatory   Authority  and  the  Company  has  complied  with  all   applicable
requirements  of any  Governmental  or Regulatory  Authority with respect to any
services provided by it (including but not limited to the Medicare Anti-Kickback
Statute,  the Health Insurance  Portability and  Accountability Act of 1996, the
Federal False Claims Act, the Federal laws  concerning  physician  self-referral
known as "Stark I" and "Stark II",  and the rules and  regulations  of the Joint
Commission on Accreditation of Healthcare Organizations).

      Neither the Company, nor any officer, employee or agent of the Company has
made an untrue  statement  of a material  fact or  fraudulent  statement  to any
Governmental  or  Regulatory  Authority,  failed to  disclose  a  material  fact
required  to be  disclosed  to any  Governmental  or  Regulatory  Authority,  or
committed an act, made a statement,  or failed to make a statement  that, at the
time such disclosure was made,  could  reasonably be expected to provide a basis
for any Governmental or Regulatory  Authority to invoke its policies  respecting
fraud, untrue statements of material facts, bribery or illegal gratuities or any
similar policies.

      3.31. THIRD PARTY CONSENTS.  No consent,  approval or authorization of any
third  party on the part of the  Company  is  required  in  connection  with the
consummation  of the  transactions  contemplated  hereunder  except as otherwise
provided in Section 3.31 of the Company Disclosure Schedule.

      3.32.  RELATIONSHIPS WITH RELATED PERSONS. Except as set forth on Schedule
3.32,  no  Shareholder  or any Affiliate of the Company has, or since January 1,
2002 has had, any interest in the property,  whether real, personal or mixed, or
whether  tangible  or  intangible,  used  in  or  pertaining  to  the  Company's
businesses.  No  Shareholder  or any  Affiliate  of the Company  owns,  or since
January 1, 2002 has owned (of record or as beneficial  owner) an equity interest
or any other  financial or profit interest in a Person that has (i) had business
dealings or a material financial interest in any transaction with the Company or
(ii)  engaged in  competition  with the Company  with respect to any line of the
products or services of the Company.  Except as set forth in Section 3.32 of the
Company Disclosure Schedule,  no Shareholder nor any Affiliate of the Company is
a party to any Contract with or has any right or claim against the Company.

      3.33.  CERTAIN  PAYMENTS.  Neither the Company nor any director,  officer,
agent or employee of the Company, or to the Knowledge of the Company,  any other
Person  associated with or acting for or on behalf of the Company,  has directly
or indirectly (i) made any contribution,  gift, bribe, rebate, payoff, influence
payment, kick-back or other payment to any Person, private or public, regardless
of any form,  whether in money,  property  or services  (A) to obtain  favorable
treatment in securing business,  (B) to pay for favorable treatment for business
secured,  (C) to obtain special  concessions or for special  concessions already
obtained for or in respect of the Company or any  Affiliate  thereof,  or (D) in
violation of any Legal  Requirement,  or (ii) established or maintained any fund
or asset that has not been recorded in the Books and Records of the Company.

                                      -34-
<PAGE>

                                                                   Exhibit 10.30

      3.34.  BROKERS.  Except  as set  forth  in  Section  3.34  of the  Company
Disclosure Schedule,  neither the Shareholders nor the Company have retained any
broker in  connection  with the  transactions  contemplated  hereunder.  Neither
Parent,  CRDE nor  Acquisition  Co. has, or will have, any obligation to pay any
broker's,  finder's,  investment banker's, financial advisor's or similar fee in
connection with this Agreement or the transactions contemplated hereby by reason
of any action taken by or on behalf of the Shareholders or the Company.

      3.35. VERIFICATION OF CREDENTIALS.  Except as set forth in Section 3.35 of
the  Company  Disclosure  Schedule,  the Company has  implemented  policies  and
procedures  to verify the  credentials  (including,  but not  limited  to,  with
respect to education and  licensure) of personnel  that the Company  places with
its clients and to collect, maintain and update such credentialing  information.
To the Knowledge of the Company,  employees,  contractors and  consultants  each
consistently follow and have followed such policies and procedures.

      3.36.  EXISTING  INDEBTEDNESS.  As of the date of this Agreement and as of
the close of business on the day prior to the Closing Date, (i) all indebtedness
of or any  obligation of the Company  (whether as obligor or as  guarantor)  for
borrowed money, whether current, short-term, or long-term, secured or unsecured,
(ii) all  indebtedness  of the Company  (whether as obligor or as guarantor) for
the  deferred  purchase  price for  purchases  of property  outside the ordinary
course which is not evidenced by trade payables,  (iii) all lease obligations of
the Company  (whether as obligor or as guarantor) under leases which are capital
leases in accordance  with GAAP, (iv) all  off-balance  sheet  financings of the
Company (whether as obligor or as guarantor), (v) any payment obligations of the
Company (whether as obligor or as guarantor) in respect of banker's  acceptances
or  letters  of credit  (other  than  stand-by  letters  of credit in support of
ordinary course trade  payables),  (vi) any liability of the Company (whether as
obligor or as guarantor) with respect to interest rate swaps,  collars, caps and
similar hedging obligations, (vii) any present, future or contingent obligations
of the Company under (A) any phantom stock or equity  appreciation  rights, plan
or agreement,  (B) any consulting,  deferred pay-out or earn-out arrangements in
connection with the purchase of any business or entity, (C) any  non-competition
agreement, (viii) any accrued bonuses, (ix) any accrued Taxes other than payroll
Taxes  accrued in the Ordinary  Course of  Business,  (x) any accrued and unpaid
interest  or  any  contractual   prepayment   premiums,   penalties  or  similar
contractual  charges  resulting  from  the  Contemplated   Transactions  or  the
discharge of such  obligations  with respect to any of the  foregoing,  (xi) all
indebtedness of or any obligation of the Company owed to the  Shareholders or to
any  Affiliate  of  the  Shareholders  and  (xii)  all  indebtedness  of or  any
obligation of the Company  incurred for the personal benefit of the Shareholders
or any Affiliate of the Shareholders,  including without limitation,  any Family
Members of the Shareholders, is listed on Section 3.36 of the Company Disclosure
Schedule  hereto   (collectively,   but  without   duplication,   the  "Existing
Indebtedness").

                                      -35-
<PAGE>

                                                                   Exhibit 10.30

      3.37.    MATERIAL    MISSTATEMENTS   AND   OMISSIONS.    The   statements,
representations  and  warranties  of the  Company  contained  in this  Agreement
(including the exhibits and schedules  hereto) and in each document,  statement,
certificate  or  exhibit  furnished  or to be  furnished  by or on behalf of the
Company  pursuant hereto,  or in connection with the  transactions  contemplated
hereby, taken together, do not contain and will not contain any untrue statement
of a  material  fact  and do not or will  not  omit to  state  a  material  fact
necessary to make the statements or facts contained herein or therein,  in light
of the circumstances made, not misleading.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                       OF PARENT, CRDE AND ACQUISITION CO.

      Parent,  CRDE and Acquisition  Co.,  jointly and severally,  represent and
warrant to the  Company as of the date  hereof and as of the  Closing  Date,  as
follows:

      4.1.  ORGANIZATION.  Parent  is  a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of the Delaware.  CRDE
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.  Acquisition Co. is a corporation duly organized,
validly  existing,  and in good  standing  under  the laws of the State of North
Carolina. Each of Parent, CRDE and Acquisition Co. is duly authorized to conduct
business and is in good standing under the laws of each jurisdiction  where such
qualification  is  required  except  for any  jurisdiction  where  failure so to
qualify  would  not  have  a  Material  Adverse  Effect  upon  Parent,  CRDE  or
Acquisition Co., as the case may be.

      4.2. AUTHORITY. Each of Parent, CRDE and Acquisition Co. has all necessary
corporate  power and corporate  authority  and has taken all  corporate  actions
necessary  to  enter  into  this  Agreement,   to  consummate  the  transactions
contemplated hereby and to perform its respective  obligations  hereunder and no
other  proceedings on the part of Parent,  CRDE or Acquisition Co. are necessary
to authorize  this  Agreement or to  consummate  the  transactions  contemplated
hereby.  This Agreement has been duly and validly executed and delivered by each
of Parent,  CRDE and Acquisition Co. and constitutes a legal,  valid and binding
obligation  of  Parent,  CRDE and  Acquisition  Co.,  respectively,  enforceable
against each of Parent,  CRDE and  Acquisition  Co. in accordance with its terms
except (i) as  limited by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium  and other  laws of  general  application  affecting  enforcement  of
creditors'  rights  generally  and  (ii)  as  limited  by laws  relating  to the
availability  of  specific  performance,  injunctive  relief or other  equitable
remedies.

      4.3.  LITIGATION.  There are no Actions or Proceedings  pending or, to the
Knowledge of Parent, threatened or anticipated against, relating to or affecting
the  transactions  contemplated  by this  Agreement,  and, to the  Knowledge  of
Parent, there is no basis for any such Action or Proceeding.

      4.4. REPORTS AND FINANCIAL  STATEMENTS.  As of the date hereof, the Parent
has  furnished or made  available to the Company and the  Shareholders  true and
complete  copies of all  Parent SEC  Documents.  As of their  respective  filing
dates, all such Parent SEC Documents  complied in all material respects with the
requirements of the Securities Act and the Exchange Act, as applicable, and none
of such Parent SEC Documents  contained any untrue  statement of a material fact
or omitted to state a material fact  required to be stated  therein or necessary
to make the statements made therein, in light of the circumstances in which they
were  made,  not  misleading,  except  to the  extent  corrected  by a  document
subsequently  filed with the SEC. The

                                      -36-
<PAGE>

                                                                   Exhibit 10.30

Parent  Financial  Statements  comply as to form in all material  respects  with
applicable accounting  requirements and with the published rules and regulations
of the SEC with respect  thereto,  have been  prepared in  accordance  with GAAP
consistently applied (except as may be indicated in the notes thereto or, in the
case of  unaudited  statements,  as  permitted  by Form  10-QSB  of the SEC) and
present fairly the  consolidated  financial  position of the Parent at the dates
thereof and the  consolidated  results of its  operations and cash flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
audit adjustments).

      4.5. NO  CONFLICTS.  The  execution  and delivery by the Parent,  CRDE and
Acquisition  Co. of this Agreement does not, and the  performance by the Parent,
CRDE and Acquisition Co. of their  respective  obligations  under this Agreement
and the consummation of the transactions contemplated hereby will not:

            (a)  conflict  with or result in a violation or breach of any of the
terms,  conditions  or  provisions  of the  charter  documents,  bylaws or other
organizational documents of the Parent, CRDE or Acquisition Co., as applicable;

            (b) conflict with or result in a violation or breach of, or give any
Governmental  or Regulatory  Authority the right to revoke,  withdraw,  suspend,
cancel,  termination or modify any term or provision of any law, Order,  Permit,
statute, rule or regulation applicable to the Parent, CRDE or Acquisition Co. or
the business or Assets or Properties of the Parent, CRDE or Acquisition Co.;

            (c) result in a breach  of, or default  under (or give rise to right
of termination,  modification,  cancellation or  acceleration)  under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
agreement,  lease or other similar instrument or obligation to which the Parent,
CRDE or Acquisition Co. or any of their respective  Assets and Properties may be
bound;

            (d) cause any of the Assets or  Properties  of the Parent or CRDE to
be  reassessed  or  revalued  by any taxing  authority  or any  Governmental  or
Regulatory Authority;

            (e) result in an imposition or creation of any Encumbrance or Tax on
the business or Assets or Properties of the Parent or CRDE.

      4.6. CONSENTS AND GOVERNMENTAL APPROVALS AND FILINGS. No consent, approval
or action of, filing with or notice to any Governmental or Regulatory  Authority
on the part of the Parent or CRDE is required in connection  with the execution,
delivery  and  performance  of  this  Agreement  or  the   consummation  of  the
transactions contemplated hereby.

      4.7.  ABSENCE OF CERTAIN  CHANGES OR EVENTS.  Parent and its  subsidiaries
have  conducted  their  respective  businesses  only in the  Ordinary  Course of
Business in all material  respects  and,  since  December  31,  2004,  except as
contemplated by or disclosed in this Agreement,  or as disclosed in the Parent's
SEC  Documents,  there has not been any material  event,  occurrence,  change or
effect that,  individually or in the aggregate,  would reasonably be expected to
have a Material Adverse Effect upon Parent.

                                      -37-
<PAGE>

                                                                   Exhibit 10.30

      4.8.  BROKERS.  Neither Parent,  CRDE nor Acquisition Co. has retained any
broker in connection with the transactions  contemplated hereunder.  Neither the
Company nor the  Shareholders  has,  and will have,  any  obligation  to pay any
broker's,  finder's investment  banker's,  financial advisor's or similar fee in
connection with this Agreement or the transactions contemplated hereby by reason
of any action taken by or on behalf of Parent, CRDE or Acquisition Co.

      4.9.  PARENT  COMMON  STOCK.  The Parent  acknowledge  and agree that when
issued as required by this  Agreement  and except  where  otherwise  required by
specific terms of this Agreement, the shares of Parent Common Stock to be issued
pursuant to this Agreement will be duly authorized,  validly issued,  fully paid
and nonassessable and free and clear of all Encumbrances and preemptive  rights.
The certificates representing such shares will be in due and proper form.

      4.10.  OPERATION OF ACQUISITION CO.  Acquisition  Co. is a direct,  wholly
owned  subsidiary of CRDE, is being formed solely for the purpose of engaging in
the  transactions  contemplated  by this  Agreement,  has  engaged  in no  other
business  activities and has conducted its operations  only as  contemplated  by
this Agreement.

      4.11. ABSENCE OF UNDISCLOSED LIABILITIES. The Parent has no liabilities of
any material nature, whether accrued,  absolute,  contingent or otherwise, other
than material  liabilities:  (i) adequately reflected or reserved against on the
balance sheet included in Parent's SEC Documents filed prior to the date hereof;
(ii)  incurred  since  December  31,  2004 in the  ordinary  course of  business
consistent with past practice; none of which, in the aggregate, would reasonably
be expected to have a Material Adverse Effect on the Parent.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
                               OF THE SHAREHOLDERS

      Each  Shareholder  hereby  represents  and  warrants  to Parent,  CRDE and
Acquisition Co. as follows (such representations and warranties do not lessen or
obviate the  representations  and warranties of the Company and the Shareholders
set forth in Article III above):

      5.1.  REQUISITE  POWER AND AUTHORITY.  Such  Shareholder has all necessary
power and  authority  under all  applicable  provisions  of law to  execute  and
deliver  this  Agreement  and to carry out its  provisions.  All  action on such
Shareholder's  part  required  for the lawful  execution  and  delivery  of this
Agreement  has been or will be  effectively  taken  prior to the  Closing.  Upon
execution and delivery,  this Agreement will be the valid and binding obligation
of such Shareholder, enforceable in accordance with its terms.

      5.2.  INVESTMENT  REPRESENTATIONS.  Such Shareholder  understands that the
Conversion Shares which may be issued upon conversion of the Notes have not been
registered  under the Securities Act. Such Shareholder also understands that the
Conversion  Shares  will be  offered  and sold  pursuant  to an  exemption  from
registration   contained  in  the   Securities  Act  based  in  part  upon  such
Shareholder's  representations and warranties contained in this Agreement.  Such
Shareholder hereby represents and warrants as follows:

                                      -38-
<PAGE>

                                                                   Exhibit 10.30

            (a) Such Shareholder is an "accredited  investor" as defined in Rule
501(a) of the Securities Act.

            (b) Such  Shareholder has  substantial  experience in evaluating and
investing in private  placement  transactions of securities in companies similar
to Parent so that he, she or it is capable of evaluating the merits and risks of
his,  her or its  investment  in the  Conversion  Shares and has the capacity to
protect his, her or its own interests.  Such  Shareholder must bear the economic
risk of this investment indefinitely unless the Conversion Shares are registered
pursuant to the Securities Act or an exemption from  registration  is available.
Such  Shareholder also understands that there is no assurance that any exemption
from  registration  under the Securities Act will be available and that, even if
available,  such exemption may not allow such Shareholder to transfer all or any
portion of the Conversion Shares under the  circumstances,  in the amounts or at
the times such Shareholder might propose.

            (c) Such  Shareholder  will be acquiring the  Conversion  Shares for
such  Shareholder's own account for investment only, and not with a view towards
their distribution.

            (d) Such  Shareholder  represents  that by reason of his, her or its
business or financial  experience,  such Shareholder has the capacity to protect
his, her or its own interests in connection with the  transactions  contemplated
in this Agreement.  Further,  such Shareholder is aware of no publication of any
advertisement in connection with the transactions contemplated in the Agreement.

            (e) Such  Shareholder  has  received and read the Parent SEC Filings
and  has  had an  opportunity  to  discuss  Parent's  business,  management  and
financial affairs with directors,  officers and management of Parent and has had
the opportunity to review Parent's  operations and facilities.  Such Shareholder
has also had the opportunity to ask questions of and receive answers from Parent
and its  management  regarding  the terms  and  conditions  of this  investment.
Additionally,  such  Shareholder  will go through the process  described in this
subsection (e) immediately prior to acquiring any Conversion Shares.

            (f) Such  Shareholder  acknowledges  and agrees that the  Conversion
Shares must be held indefinitely  unless they are subsequently  registered under
the  Securities Act or an exemption from such  registration  is available.  Such
Shareholder  has  been  advised  or is  aware  of the  provisions  of  Rule  144
promulgated  under the  Securities  Act as in  effect  from time to time and the
Shareholders  hereby specifically agree to abide by Rule 144 with respect to any
shares of Parent Common Stock.

            (g) Such Shareholder  resides in the state or province identified in
the  address  of  such  Shareholder  set  forth  on the  signature  page to this
Agreement.

                                      -39-
<PAGE>

                                                                   Exhibit 10.30

      5.3. TRANSFER RESTRICTIONS.  Such Shareholder acknowledges and agrees that
the Conversion  Shares are subject to restrictions on transfer set forth in this
Section 5.3. Such  Shareholder  agrees not to make any disposition of all or any
portion of the Conversion Shares unless and until: (i) 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 (ii) the transferee (except for transfers in compliance with Rule
144 to which this resale  restriction  shall not apply) has agreed in writing to
be bound by the terms of Article 5 of this  Agreement,  such  Shareholder  shall
have notified Parent of the proposed disposition and shall have furnished Parent
with  a  detailed  statement  of  the  circumstances  surrounding  the  proposed
disposition and if reasonably  requested by Parent,  such Shareholder shall have
furnished Parent with an opinion of counsel,  reasonably satisfactory to Parent,
that such  disposition  will not require  registration  of such shares under the
Securities Act. Notwithstanding the provisions of clauses (i) and (ii) above, no
such  registration  statement  or opinion of counsel  shall be  necessary  for a
transfer by such Shareholder to a family member of such Shareholder or trust for
the benefit of such  Shareholder or family member;  provided,  however,  that in
each case the  transferee  will be  subject  to the  terms of  Article 5 of this
Agreement  to the same extent as if he, she or it were an  original  Shareholder
hereunder.  Parent shall be entitled to impose stop transfer  instructions  with
respect to the Conversion Shares in order to enforce the foregoing restrictions.

      The certificates  representing the Conversion Shares (when issued pursuant
to a conversion of a Note) shall bear the following legend restricting transfer,
and such other  legends as may be required by any  applicable  state  securities
law:

      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.

      5.4. MARKET  STANDOFF.  Such  Shareholder  agrees that, only to the extent
other  officers  of Parent or an  Affiliate  holding  positions  similar to such
Shareholder  may be  required  to agree to  market  standoff  described  in this
Section 5.4, such  Shareholder  will not,  without the prior written  consent of
Parent,  during the period  commencing  on the date of filing of a  registration
statement by Parent pursuant to an underwritten public offering by Parent of its
capital stock or securities convertible into its capital stock and ending on the
date  specified  by Parent  (such  period not to exceed 180 days  following  the
filing of the final prospectus  relating to such offering),  transfer or dispose
of any  Conversion  Shares  owned by such  Shareholder.  In order to enforce the
foregoing covenant, Parent may impose stop-transfer instructions with respect to
such securities of the Shareholder  (and the shares or securities of every other
Person subject to the foregoing restriction) until the end of such period.

      5.5.  FILINGS.  The Parent  agrees to  continue  to file all  reports  and
filings under the Securities  Exchange Act of 1934, as amended,  during the time
Rule  144  shall  be  available  to the  Shareholders  until  such  time  as the
Shareholders may sell under the provisions of Rule 144k.

                                      -40-
<PAGE>

                                                                   Exhibit 10.30

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

      6.1.  ACCESS  TO  INFORMATION.  The  Company  has  given  Parent  and  its
authorized  representatives  (including,  without limitation,  its attorneys and
accountants), reasonable access to all employees, customers, offices, warehouses
and other facilities, to (and where necessary,  provide copies of) all books and
records,  contracts and all personnel files of current  employees of the Company
and its  subsidiaries  and the Company has caused its  officers and those of its
subsidiaries  to furnish Parent with such financial and operating data and other
information  with respect to the business and  properties of the Company and its
subsidiaries as Parent has requested.

      6.2.  PUBLIC  ANNOUNCEMENTS;  COMPANY  LITERATURE.  None of Parent,  CRDE,
Acquisition  Co. or the Company shall issue any press release or otherwise  make
any public  statements  with respect to the  transactions  contemplated  by this
Agreement,  including  the  Merger,  without  the prior  consent  of Parent  and
Acquisition  Co. (in the case of the  Company)  or the  Company  (in the case of
Parent,  CRDE or Acquisition  Co.),  except as may be required by applicable law
(in which case the  disclosing  party will  provide the other party to review in
advance of the disclosure),  including any  determination by Parent that a press
release or other public  statement is required  under  applicable  securities or
regulatory  rules.  The parties agree there shall be no public  announcement  of
this  Agreement or the  consummation  of the Merger except as may be required by
applicable law. The parties agree to announce this Agreement or the consummation
of the Merger to the  Company's  employees,  customers,  vendors  and  strategic
partners at such time and in such form as is mutually agreed upon by all parties
to this Agreement.

      6.3.  FEES AND  EXPENSES.  Whether or not the Merger is  consummated,  all
fees, costs and expenses incurred in connection with the Merger,  this Agreement
and the other  agreements  and  transactions  contemplated  hereby and  thereby,
including all legal,  accounting,  financial  advisory,  broker's consulting and
other fees and expenses of third parties  incurred by a party in connection with
the negotiation,  documentation  and effectuation of the terms and conditions of
the  Merger,   this  Agreement  and  the  other   agreements  and   Contemplated
Transactions  hereby  and  thereby  ("THIRD  PARTY  EXPENSES"),   shall  be  the
obligation  of  the  respective  party  incurring  such  Third  Party  Expenses.
Notwithstanding  the foregoing,  the  Shareholders  shall be responsible for any
fees payable to RBC or any other broker or advisors retained by the Shareholders
or the  Company  with  respect  to the  transactions  contemplated  herein.  The
Shareholders  shall  personally  and  severally  bear the costs of up to $21,000
associated with bringing the Company's  accounting  Books and Records to a state
which is in accordance with sound business practices and in accordance with GAAP
in preparation for Parent's audit of such accounting Books and Records.

      6.4. CONFIDENTIALITY. The parties agree that the Confidentiality Agreement
remains in full force and effect and the  parties  thereto  remain  bound by the
terms thereto.  The parties hereto will maintain in confidence,  and will direct
its directors,  officers, employees, agents, Affiliates and advisors to maintain
in confidence any written,  oral or other information furnished by another party
to this Agreement in connection with the Contemplated  Transactions,  unless (a)
such information is already known to such party or to others not bound by a duty
of  confidentiality  or such information  becomes publicly  available through no
fault of such party, (b) the use of such information is necessary or appropriate
in making any filing or  obtaining  any  consent or  approval  required  for the
consummation of the  transactions  contemplated  by this  Agreement,  or (c) the
furnishing or use of such  information  is required by law. If the Merger is not
consummated,  each party will return or, at the  request of the party  supplying
the information,  destroy as much of such written information as the other party
may reasonably request.

                                      -41-
<PAGE>

                                                                   Exhibit 10.30

      6.5. PARENT COMMON STOCK LEGEND.  In the event that the Conversion  Shares
or the Parent Common Stock issued to the Shareholders pursuant to Section 2.6(e)
may be sold under Rule 144(k) of the  Securities  Act of 1933,  as  amended,  as
determined  by an opinion of counsel  to the  holder  reasonably  acceptable  to
Parent (if reasonably  required by Parent),  Parent shall, as soon as reasonably
practicable  upon the written  request of the holder  thereof,  issue to (and/or
cause its transfer agent to issue to) such holder a new  certificate  evidencing
such  Conversion  Shares  without the legend  required  by Section 5.3  endorsed
thereon.

      6.6. COLLECTION OF ACCOUNTS  RECEIVABLE.  After Closing,  Parent agrees to
pursue  collection of unpaid  Accounts  Receivable as of the Effective Time in a
manner consistent with past practices except where such past practices  requires
modification  to comply  with  applicable  law.  Pursuant  to and as provided in
Section  2.6(d)  of  this  Agreement,   Parent  shall  provide  Shareholders  an
accounting of the Accounts  Receivable  and tender any amounts due and owing the
Shareholders promptly along with any back-up documentation with respect thereof.

      6.7. FUTURE LIABILITIES; INDEMNIFICATION.  Notwithstanding Section 9.2(b),
Parent,  CRDE and the Company  shall  indemnify  the  Shareholders  and hold the
Shareholders harmless from all losses,  claims,  damages and liabilities arising
from any operational  matters of the Company beginning after the Cut-Off (except
where any such loss, claim, damage or liability arises from the gross negligence
or  intentional  misconduct  of the  Shareholder  seeking  indemnity  under this
Section 6.7), to which the  Shareholders  may become subject as a result of such
Shareholder's employment, ownership or affiliation with the Company prior to the
Cut-Off,  to the maximum extent permitted by law. The Shareholders  shall notify
Parent,  CRDE and the Company promptly in writing  describing such loss,  claim,
damage and  liability,  the amount or a  reasonable  estimate  thereof,  and the
method of  computation of such amount,  all with  reasonable  particularity  and
containing a reference to the provisions of this  Agreement or other  agreement,
instrument or  certificate  delivered  pursuant  hereto in respect of which such
loss,  claim,  damage and liability  shall have occurred.  Parent,  CRDE and the
Company's  obligation  shall  survive  for a period of six (6)  months  from the
Effective Time. To the extent required to indemnify hereunder, Parent shall have
the  absolute  right to control the defense and  disposition  of any  proceeding
brought  with  respect to any matter  for which the  Parent may be  required  to
indemnify a Shareholder hereunder.

      6.8.  NON-COMPETITION  AGREEMENT.  Upon the occurrence of a "Subordination
Event of  Default"  (as such term is  defined in the  Subordination  Agreement),
Sections  2.2,  2.3,  and 2.4 of each of the  Non-Competition  Agreements  shall
become  void and  have no  effect  without  liability  on the part of any  party
thereto  or  its   Affiliates.   In  the  event  of  the   termination   of  the
Non-Competition  Agreements  as a result of a  Subordination  Event of  Default,
Parent  and its  Affiliates  shall not  (except  where an action  against  (x) a
Shareholder  is  otherwise  authorized  under  this  Agreement  or  any  of  the
Contemplated  Transactions  or (y) any of the  personnel  referred  to herein by
Parent or an Affiliate  thereof is based upon unrelated  grounds) take any legal
action or commence any legal proceedings  against the Shareholders or any nurse,
operating room technician,  licensed practical nurse, certified nurse assistant,
physical  therapist,  occupational  therapist,  speech  therapist  or  radiology
technologist who terminates his or her employment with the Surviving Corporation
or its  Affiliates  and  obtains  employment  with  the  Shareholders  or  their
Affiliates including the Surviving Corporation.

                                      -42-
<PAGE>

                                                                   Exhibit 10.30

      6.9. CONDUCT OF BUSINESS OF COMPANY  POST-CLOSING.  Following the Closing,
Parent agrees to conduct the business of the Surviving Corporation in the manner
consistent with past practices (except where such past practices  required to be
modified due to application  of securities  laws or other  compulsory  process).
Following the Closing and until the Notes are  satisfied,  Parent further agrees
on its behalf  and on behalf of its  subsidiaries  (i) to operate  and cause its
subsidiaries  to operate and book all revenue derived from new customers for the
Traveling  Nurse  Business  obtained after the Effective Date in and through the
Surviving  Corporation;  (ii) to renew all  contracts,  agreements  relating  to
Traveling Nurse Business through the same entity (or in the Parent's or Parent's
Affiliates case, another entity of Parent's choosing to the extent such contract
was  originally  entered  into by Parent or the  Affiliate  prior to Cut-Off) in
which such contract or agreement exists as of the Effective Date; (iii) that the
only  indebtedness  of  the  Surviving  Corporation,  other  than  inter-company
advances  which  shall  be  forgiven  or  eliminated  upon the  occurrence  of a
Subordination Event of Default under the Subordination  Agreement,  shall be the
Surviving  Corporation  acting as a co-borrower  with Parent's  Lender which are
secured by accounts payable for purchases of goods or services provided or to be
provided  to the  Surviving  Corporation;  (iv) that  Parent  shall  immediately
provide written notice to the  Shareholders of any default under any of the loan
documentation  between Parent and Parent's Lender; (v) that no security interest
in the  Assets or  Properties  of the  Surviving  Corporation,  or pledge of the
equity of the  Surviving  Corporation  will be granted  to any party  other than
Parent's  Lender;  (vi) to not issue any  interests  in (or grant any  rights or
options related to) the equity of the Surviving Corporation;  and (vii) that the
Parent will provide the Shareholders  (at the sole expense of the  Shareholders)
and  their  authorized  representatives  (including,   without  limitation,  its
attorneys  and  accountants),  reasonable  access to all  employees,  customers,
offices, warehouses and other facilities, to provide copies (where necessary, at
the  expense  of  Shareholders)  of all Books  and  Records,  contracts  and all
personnel files of current employees of the Surviving Corporation and will cause
its officers to furnish the  Shareholders  with such  reasonable  financial  and
operating data and other information with respect to the business and properties
of the  Surviving  Corporation  (at  the  expense  of the  Shareholders)  as the
Shareholders  may  reasonably  request  from time to time.  After  Closing,  the
Company's  business  shall be conducted in the name of "TravMed  USA, a Crdentia
Company" until the Notes are satisfied.

      6.10. NOTIFICATION OF AUDITS. In the event of a federal or state tax audit
of the Company  related to any period  prior to Closing,  Parent  shall  provide
written notice thereof to the  Shareholders  as promptly as  practicable.  After
such  notice,   the  Shareholders  shall  be  entitled  to  (at  their  expense)
participate  and negotiate a final  resolution  (subject to a final  approval of
Parent of any such final resolution  negotiated by the Shareholders) of any such
audit;   provided  to  the  extent  the  Shareholders  shall  have  assumed  the
responsibility  to fully  satisfy any amounts  sought (or  negotiated as due) as
part of any such tax audit and Parent  shall  withhold  its  consent to any such
final  resolution,  Parent will be required to indemnify  and hold  harmless the
Shareholders  from  any  additional   amounts  (in  excess  of  the  amount  the
Shareholders shall have negotiated to settle any such audit) which may arise due
to  Parent's  failure  to  provide  its  consent  to any such  final  resolution
negotiated by the Shareholders.

                                      -43-
<PAGE>

                                                                   Exhibit 10.30

                                  ARTICLE VII
                    CONDITIONS TO CONSUMMATION OF THE MERGER

      7.1.  CONDITIONS  TO EACH PARTY'S  OBLIGATIONS  TO EFFECT THE MERGER.  The
respective  obligations of each party hereto to effect the Merger are subject to
the satisfaction at or prior to the Effective Time of the following conditions:

            (a) no statute, rule, regulation, executive order, decree, ruling or
injunction  shall have been  enacted,  entered,  promulgated  or enforced by any
United  States  federal  or  state  court  or  United  States  federal  or state
Governmental  or Regulatory  Authority  that  prohibits,  restrains,  enjoins or
restricts the consummation of the Merger; and

            (b) any  governmental  or  regulatory  notices,  approvals  or other
requirements necessary to consummate the transactions  contemplated hereby shall
have been given, obtained or complied with, as applicable.

      7.2.  CONDITIONS TO THE OBLIGATIONS OF THE COMPANY.  The obligation of the
Company to effect the Merger is subject to the  satisfaction  at or prior to the
Effective Time of the following conditions:

            (a)  the   representations   and  warranties  of  Parent,  CRDE  and
Acquisition  Co.  contained in this  Agreement  shall be true and correct in all
material  respects  at and as of the  Effective  Time with the same effect as if
made at and as of the Effective Time (except to the extent such  representations
specifically relate to an earlier date, in which case such representations shall
be true and correct in all material respects as of such earlier date, and in any
event, subject to the foregoing materiality  qualification) and, at the Closing,
Parent,  CRDE  and  Acquisition  Co.  shall  have  delivered  to the  Company  a
certificate  to  that  effect,  executed  by an  officer  of  Parent,  CRDE  and
Acquisition;

            (b)  each of the  covenants  and  obligations  of  Parent,  CRDE and
Acquisition  Co. to be performed at or before the Effective Time pursuant to the
terms of this Agreement shall have been duly performed in all material  respects
at or  before  the  Effective  Time  and,  at  the  Closing,  Parent,  CRDE  and
Acquisition  Co.  shall have  delivered  to the  Company a  certificate  to that
effect, executed by an officer of Parent, CRDE and Acquisition Co.;

            (c) Parent shall have delivered all of Closing  deliveries set forth
in Section 2.8(c) above;

            (d) the Related Party Loans shall have been  satisfied,  distributed
or forgiven in accordance with Section 2.6(d); and

            (e) all  proceedings  taken by the Parent,  CRDE and Acquisition Co.
and all instruments  executed and delivered by Parent,  CRDE and Acquisition Co.
on or prior to the  Closing in  connection  with the  Contemplated  Transactions
shall be  reasonably  satisfactory  in form and  substance  to  counsel  for the
Company.

                                      -44-
<PAGE>

                                                                   Exhibit 10.30

      7.3.  CONDITIONS  TO THE  OBLIGATIONS  OF PARENT AND  ACQUISITION  CO. The
respective  obligations of Parent, CRDE and Acquisition Co. to effect the Merger
are  subject  to the  satisfaction  at or  prior  to the  Effective  Time of the
following conditions:

            (a) the  representations  and warranties of the Company contained in
this Agreement  shall be true and correct in all material  respects at and as of
the  Effective  Time with the same effect as if made at and as of the  Effective
Time  (except  to the  extent  such  representations  specifically  relate to an
earlier  date, in which case such  representations  shall be true and correct in
all material respects as of such earlier date) and, at the Closing,  the Company
shall have delivered to Parent,  CRDE and  Acquisition Co. a certificate to that
effect, executed by an executive officer of the Company;

            (b) each of the  covenants  and  obligations  of the  Company  to be
performed  at or  before  the  Effective  Time  pursuant  to the  terms  of this
Agreement  shall have been duly performed in all material  respects at or before
the  Effective  Time and, at the Closing,  the Company  shall have  delivered to
Parent,  CRDE and Acquisition  Co. a certificate to that effect,  executed by an
executive officer of the Company;

            (c)  the  consents  specified  on  Section  3.6(c)  of  the  Company
Disclosure  Schedule and any other material  third party  consents  necessary to
consummate the transactions  contemplated hereby shall have been given, obtained
or complied with as applicable;

            (d)  there   shall  have  been  no  events,   changes  or   effects,
individually  or  in  the  aggregate,   with  respect  to  the  Company  or  its
subsidiaries  having,  or that would  reasonably be expected to have, a Material
Adverse Effect on the Company;

            (e) all consents,  conditions,  and requirements imposed by Parent's
Lender  for a  successful  closing  of the  transactions  contemplated  by  this
Agreement  shall have been met to the  satisfaction  of the  counsel of Parent's
Lender;

            (f) the  results of Parent's  due  diligence  investigations  of the
Company  shall be  satisfactory  to Parent,  as  determined in a sole amount and
absolute discretion;

            (g) the Company and the Shareholders, as the case may be, shall have
delivered all of the Closing deliveries set forth in Section 2.8(b) above;

            (h) the Shareholders  shall have fully and finally released the Loan
and Security Agreement;

            (i) all proceedings  taken by the Company and the  Shareholders  and
all instruments executed and delivered by the Company and the Shareholders on or
prior to the Closing in connection with the Contemplated  Transactions  shall be
reasonably  satisfactory  in form and substance to counsel for the Parent,  CRDE
and Acquisition Co.

                                      -45-
<PAGE>

                                                                   Exhibit 10.30

                                  ARTICLE VIII
                         TERMINATION; AMENDMENT; WAIVER

      8.1.  TERMINATION.  This Agreement may be terminated and the Merger may be
abandoned  at any time  prior to the  Effective  Time  whether  before  or after
approval and adoption of this Agreement:

            (a) by  written  consent of Parent,  CRDE,  Acquisition  Co. and the
Company;

            (b) by Parent,  CRDE and  Acquisition  Co. or the Company if (i) any
court of competent  jurisdiction  in the United  States or other  United  States
federal or state governmental  entity shall have issued a final order, decree or
ruling,  or taken any other final  action,  restraining,  enjoining or otherwise
prohibiting  the Merger and such  order,  decree,  ruling or other  action is or
shall have become non-appealable, or (ii) the Merger has not been made effective
by [March 31, 2005] (the "FINAL  DATE");  provided  that no party may  terminate
this Agreement  pursuant to this clause (ii) if such party's  failure to fulfill
any of its obligations  under this Agreement shall have been a principal  reason
that the Effective Time shall not have occurred on or before said date.

            (c) by the Company if (i) there shall have been a material breach of
any representations or warranties on the part of Parent, CRDE or Acquisition Co.
set forth in this Agreement or if any  representations  or warranties of Parent,
CRDE or  Acquisition  Co.  shall have  become  untrue in any  material  respect,
provided that the Company has not breached any of its  obligations  hereunder in
any material respect;  or (ii) there shall have been a breach by Parent, CRDE or
Acquisition Co. of any of their respective  covenants or agreements hereunder in
any material respect or materially  adversely affecting (or materially delaying)
the ability of Parent,  CRDE,  Acquisition  Co. or the Company to consummate the
Merger,  and Parent,  CRDE or Acquisition Co., as the case may be, has not cured
such breach within ten (10)  Business Days after notice by the Company  thereof,
provided that the Company has not breached any of its  obligations  hereunder in
any material respect; or

            (d) by Parent, CRDE and Acquisition Co. if (i) there shall have been
a breach of any  representations  or  warranties  on the part of the Company set
forth in this Agreement or if any  representations  or warranties of the Company
shall have become untrue in any material respect,  provided that neither Parent,
CRDE nor  Acquisition  Co.  has  breached  any of their  respective  obligations
hereunder in any material respect; or (ii) there shall have been a breach by the
Company of one or more of its covenants or agreements  hereunder in any material
respect or materially  adversely affecting (or materially  delaying) the ability
of Parent,  CRDE,  Acquisition Co. or the Company to consummate the Merger,  and
the Company has not cured such breach within ten (10) Business Days after notice
by Parent,  CRDE or Acquisition Co. thereof,  provided that neither Parent, CRDE
nor Acquisition has breached any of their  respective  obligations  hereunder in
any material respect.

      8.2.  EFFECT  OF  TERMINATION.   In  the  event  of  the  termination  and
abandonment  of this  Agreement  pursuant to Section 8.1 above,  this  Agreement
shall forthwith become void and have no effect without  liability on the part of
any party hereto or its Affiliates,  directors,  officers or Shareholders  other
than the provisions of this Section 8.2 and Sections 6.2, 6.3 and 6.4.

                                      -46-
<PAGE>

                                                                   Exhibit 10.30

      8.3.  AMENDMENT.  This  Agreement  may be amended  by action  taken by the
Company,  Parent,  CRDE and Acquisition Co. at any time before or after approval
of the Merger by the  Shareholders of the Company but after any such approval no
amendment  shall be made that requires the approval of such  Shareholders  under
applicable  law without such  approval.  This  Agreement  (including the Company
Disclosure  Schedule) may be amended only by an instrument in writing  signed on
behalf of all the parties hereto.

      8.4.  EXTENSION;  WAIVER.  At any time prior to the Effective  Time,  each
party hereto may,  only by action taken in writing,  (i) extend the time for the
performance  of any of the  obligations  or other acts of the other party,  (ii)
waive any inaccuracies in the  representations and warranties of the other party
contained herein or in any document  certificate or writing  delivered  pursuant
hereto or (iii) waive  compliance by the other party with any of the  agreements
or conditions contained herein. Any agreement on the part of any party hereto to
any such  extension or waiver shall be valid only if set forth in an instrument,
in writing,  signed on behalf of such party.  The failure of any party hereto to
assert any of its rights hereunder shall not constitute a waiver of such rights.

                                   ARTICLE IX
                    ACTIONS BY THE PARTIES AFTER THE CLOSING

      9.1. SURVIVAL OF REPRESENTATIONS,  WARRANTIES,  ETC. The  representations,
warranties and covenants  contained in or made pursuant to this Agreement or any
certificate,  document or instrument delivered pursuant to or in connection with
this  Agreement  in the  transactions  contemplated  hereby  shall  survive  the
execution   and   delivery  of  this   Agreement   and  the  Closing   hereunder
(notwithstanding  any investigation,  analysis or evaluation by any party hereto
or their  designees  of the  Assets  and  Properties,  business,  operations  or
condition  (financial  or  otherwise)  of  the  other  party)  until  the  third
anniversary of the Effective Time; provided,  however,  that the representations
and warranties of the parties  contained in Sections 3.2, 3.3, 3.4,  3.23,  3.34
and 5.2  shall  continue  to  survive  indefinitely  in full  force  and  effect
following the Effective Time.

      9.2. INDEMNIFICATION.

            (a) By the  Company  and  the  Shareholders.  The  Company  and  the
Shareholders shall severally  indemnify,  defend and hold harmless Parent, CRDE,
Acquisition  Co. and the Surviving  Corporation and their  respective  officers,
directors, employees,  Affiliates, agents, successors,  subsidiaries and assigns
(collectively  the "PARENT  GROUP")  from and against any and all costs,  losses
(including,  without  limitation,  diminution in value),  liabilities,  damages,
lawsuits,  deficiencies,  claims and  expenses,  including  without  limitation,
interest,  penalties,  costs  of  mitigation,  lost  profits  and  other  losses
resulting from any shutdown or curtailment  of operations,  attorneys'  fees and
all amounts paid in investigation, defense or settlement of any of the foregoing
(collectively,  the  "DAMAGES"),  incurred in connection  with,  arising out of,
resulting  from or incident to (i) any breach of any  covenant,  representation,
warranty or  agreement  or the  inaccuracy  of any  representation,  made by the
Company or the  Shareholders in or pursuant to this  Agreement,  or in the other
documents  delivered in  connection  with the  Contemplated  Transactions,  (ii)
Actions or Proceedings  set forth in the Company  Disclosure  Schedule or in the
other documents  delivered in connection with the Contemplated  Transactions and
(iii)  Actions or  Proceedings  involving the Company  whether  disclosed in the
Company Disclosure  Schedule or not; provided,  however,  the Shareholders shall
not be required to pay damages  unless (A) the aggregate  amount of such damages
exceeds  $50,000  (in which  case only the  amount of such  Damages in excess of
$50,000) shall become payable, it being understood that said $50,000 floor shall
not  apply  to  Damages   incurred   under   Sections   9.2(a)(ii)   and  (iii).
Notwithstanding  the foregoing  provisions  hereof,  it is understood and agreed
that the amount of Damages payable by the Shareholders to the Parent Group shall
in no event exceed the Merger Consideration.

                                      -47-
<PAGE>

                                                                   Exhibit 10.30

            (b) By Parent.  Parent, CRDE and Acquisition Co. shall,  jointly and
severally,  indemnify, defend and hold harmless the Company and the Shareholders
and their respective officers,  employees,  agents,  successors and assigns from
and against any and all Damages  incurred in  connection  with,  arising out of,
resulting  from or  incident  to any  breach  of any  covenant,  representation,
warranty or agreement or the inaccuracy of any  representation,  made by Parent,
CRDE or  Acquisition  Co.  in or  pursuant  to this  Agreement,  or in any other
documents delivered in connection with the Contemplated Transactions.

            (c)  Third  Party  Claims;  Defense  of  Claims.  If any  Action  or
Proceeding  is filed or initiated  against any party  entitled to the benefit of
indemnity  hereunder,  written notice thereof shall be given to the indemnifying
party as promptly  as  practicable  (and in any event  within ten days after the
service of the citation or summons);  provided, however, that the failure of any
indemnified   party  to  give  timely   notice   shall  not  affect   rights  to
indemnification  hereunder  except to the  extent  that the  indemnifying  party
demonstrates  actual damage caused by such  failure.  After such notice,  if the
indemnifying  party shall  acknowledge in writing to the indemnified  party that
the  indemnifying  party  shall be  obligated  under the terms of its  indemnity
hereunder in connection  with such Action or Proceeding,  then the  indemnifying
party shall be  entitled,  if it so elects,  to take  control of the defense and
investigation of such Action or Proceeding and to employ and engage attorneys of
its own choice to handle and defend the same,  such  attorneys to be  reasonably
satisfactory to the indemnified  party, at the  indemnifying  party's cost, risk
and expense (unless (i) the indemnifying  party has failed to assume the defense
of such  Action  or  Proceeding  or (ii) the  named  parties  to such  Action or
Proceeding include both of the indemnifying party and the indemnified party, and
the indemnified  party and its counsel determine in good faith that there may be
one or  more  legal  defenses  available  to such  indemnified  party  that  are
different from or additional to those  available to the  indemnifying  party and
that joint representation  would be inappropriate),  and to compromise or settle
such Action or  Proceeding,  which  compromise or settlement  shall be made only
with the  written  consent of the  indemnified  party,  such  consent  not to be
unreasonably  withheld.  The indemnified party may withhold such consent if such
compromise  or  settlement  would  adversely  affect the  conduct of business or
requires  less  than  an  unconditional  release  to be  obtained.  If  (i)  the
indemnifying  party  fails to assume the  defense of such  Action or  Proceeding
within  fifteen  (15) days after  receipt  of notice  thereof  pursuant  to this
Section 9.2, or (ii) the named parties to such Action or Proceeding include both
the indemnifying  party and the indemnified  party and the indemnified party and
its counsel determine in good faith that there may be one or more legal defenses
available to such  indemnified  party that are  different  from or additional to
those available to the indemnifying party and that joint representation would be
inappropriate, the indemnified party against which such Action or Proceeding has
been filed or  initiated  will  (upon  delivering  notice to such  effect to the
indemnifying  party) have the right to undertake,  at the  indemnifying  party's
cost and  expense,  the  defense,  compromise  or  settlement  of such Action or
Proceeding on behalf of and for the account and risk of the indemnifying  party.
In the event the indemnified  party assumes defense of the Action or Proceeding,
the indemnified  party will keep the indemnifying  party reasonably  informed of
the progress of any such  defense,  compromise  or  settlement  and will consult
with,  when   appropriate,   and  consider  any  reasonable   advice  from,  the
indemnifying  party  of  any  such  defense,   compromise  or  settlement.   The
indemnifying  party shall be liable for any  settlement  of any action  effected
pursuant to and in accordance  with this Section 9.2 and for any final  judgment
(subject to any right of appeal), and the indemnifying party agrees to indemnify
and hold harmless the  indemnified  party from and against any Damages by reason
of such settlement or judgment.

                                      -48-
<PAGE>

                                                                   Exhibit 10.30

      Regardless  of whether the  indemnifying  party or the  indemnified  party
takes up the  defense,  the  indemnifying  party will pay  reasonable  costs and
expenses in connection with the defense, compromise or settlement for any Action
or Proceeding under this Section 9.2.

      The indemnified party shall cooperate in all reasonable  respects with the
indemnifying party and such attorneys in the investigation, trial and defense of
such Action or Proceeding and any appeal arising therefrom;  provided,  however,
that  the  indemnified   party  may,  at  its  own  cost,   participate  in  the
investigation,  trial and  defense of such Action or  Proceeding  and any appeal
arising therefrom.  The indemnifying party shall pay all expenses due under this
Section 9.2 as such expenses become due.

            (d) Indemnity Claims. A claim for indemnification for any matter not
involving a  third-party  claim may be asserted by notice to the party from whom
indemnification is sought.

      9.3. OFFSET RIGHTS; NOTICE OF CLAIM.

            (a) Right of Offset.  Subject to the  limitations  set forth in this
Article IX, in the event that Parent,  CRDE or Acquisition  Co. suffers  Damages
pursuant to this  Article 9 or as a result of any breach of the  Non-Competition
Agreement,  each  shall  have the  right to  offset  (in  accordance  with  each
Shareholder's  pro-rata  share of any such  Damages)  such  Damages  against the
principal  amount of the Notes (in the reverse  order of  maturity) in the event
any Notes are outstanding as of the date thereof.

            (b) Notice.  If a party hereto  believes it has suffered or incurred
any Damages, such party shall so notify the other promptly in writing describing
such Damage, the amount thereof, if known, and the method of computation of such
Damage,  all with  reasonable  particularity  and  containing a reference to the
provisions  of this  Agreement or other  agreement,  instrument  or  certificate
delivered pursuant hereto in respect of which such Damage shall have occurred.

      9.4.  NON-EXCLUSIVITY.  The parties hereto  acknowledge and agree that the
indemnity  obligations set forth above shall not be the exclusive  remedy of the
indemnified parties with respect to the Contemplated Transactions.

                                      -49-
<PAGE>

                                                                   Exhibit 10.30

                                    ARTICLE X
                                   ARBITRATION

      10.1. ARBITRATION. In the event of any dispute among the parties hereto as
to the  interpretation  of any  provision  of this  Agreement  or the rights and
obligations  of any party  hereunder,  such  dispute  shall be resolved  through
binding  arbitration  as  hereinafter  provided.  If  arbitration is required to
resolve a dispute  hereunder,  any party may  notify  the  American  Arbitration
Association in Dallas, Texas ("AAA") and request AAA to select one person to act
as the  arbitrator  for  resolution of the dispute.  The  arbitrator so selected
shall conduct any such proceedings  using the Commercial  Arbitration Rules (the
"CAR")  of the AAA and  such  rules  will be  binding  upon all  parties  to the
arbitration  proceeding.  The arbitrator is encouraged to modify the application
of the CAR as the arbitrator deems  appropriate to accomplish the arbitration in
the quickest and least expensive  manner possible.  Accordingly,  the arbitrator
may (i) dispense with any formal rules of evidence and allow  hearsay  testimony
so as to limit  the  number of  witnesses  required,  (ii)  accept  evidence  of
property values without formal appraisals and upon such information  provided by
the parties or other persons and otherwise minimize discovery  procedures as the
arbitrator deems appropriate, (iii) act upon his understanding or interpretation
of the law on any issue without the  obligation to research such issue or accept
or act upon briefs of the issue  prepared by any party,  (iv) limit the time for
presentation  of any party's case as well as the amount of information or number
of witnesses to be presented in connection with any hearing,  and (v) impose any
other rules which the arbitrator believes  appropriate to effect a resolution of
the dispute as quickly and  inexpensively as possible.  The arbitrator will have
the  exclusive  authority to determine  and award costs of  arbitration  and the
costs incurred by any party for their attorneys, advisors and consultants.

                                   ARTICLE XI
                                  MISCELLANEOUS

      11.1.  FURTHER  ASSURANCES.  In case at any time  after  the  Closing  any
further  action is  necessary  or  desirable  to carry out the  purposes of this
Agreement,  each of the parties will take such  further  action  (including  the
execution and delivery of such further  instruments  and documents) as the other
party  reasonably  may request,  all the sole cost and expense of the requesting
party (unless the requesting party is entitled to indemnification therefor under
Article IX).

      11.2. NOTICES. All notices,  requests and other  communications  hereunder
must be in writing and will be deemed to have been duly given only if  delivered
personally against written receipt or by facsimile transmission with answer back
confirmation or mailed (postage prepaid by certified or registered mail,  return
receipt  requested)  or by  overnight  courier to the  parties at the  following
addresses or facsimile numbers:

            If to Parent, CRDE or Surviving Corporation:
                  Crdentia Corp.
                  14114 Dallas Parkway, Suite 600
                  Dallas, Texas  75254
                  Facsimile No.: (972) 392-2722
                  Attention:  Chief Executive Officer

                                      -50-
<PAGE>

                                                                   Exhibit 10.30

            with copies to:
                  Kane, Russell, Coleman & Logan, P.C.
                  1601 Elm Street, Suite 3700
                  Dallas, Texas 75201
                  Facsimile No.: (214) 777-4299
                  Attention:  Patrick V. Stark, Esq.

            If to Shareholders' Representative:
                  5403 Callandar Ct.
                  Charlotte, NC 28277
                  Attention:  Robert Litton

            with copies to:
                  Steve Williams
                  18300 River Ford Run
                  Davidson, NC 28036

All such  notices,  requests  and  other  communications  will (i) if  delivered
personally to the address as provided in this Section 11.2, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided  in this  Section  11.2,  be deemed  given upon  receipt,  and (iii) if
delivered  by mail in the manner  described  above to the address as provided in
this Section  11.2,  be deemed given upon  receipt (in each case  regardless  of
whether such  notice,  request or other  communication  is received by any other
Person to whom a copy of such notice,  request or other  communication  is to be
delivered pursuant to this Section 11.2). Any party from time to time may change
its address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other parties hereto.

      11.3.  ENTIRE  AGREEMENT.  This  Agreement (and all exhibits and schedules
attached hereto, all other documents delivered in connection herewith) supersede
all prior  discussions  and  agreements  among the parties  with  respect to the
subject  matter  hereof and  contains  the sole and entire  agreement  among the
parties hereto with respect thereto, including,  without limitation, the binding
provision of the letter of intent dated March 2, 2005.

      11.4. WAIVER. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the  benefit  thereof,  but no such waiver
shall be effective unless set forth in a written  instrument duly executed by or
on behalf of the party  waiving such term or  condition.  No waiver by any party
hereto of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or  construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.  All remedies,  either under
this  Agreement  or by law or otherwise  afforded,  will be  cumulative  and not
alternative.

      11.5. AMENDMENT.  This Agreement may be amended,  supplemented or modified
only by a written instrument duly executed by or on behalf of each party hereto.

                                      -51-
<PAGE>

                                                                   Exhibit 10.30

      11.6.  NO THIRD  PARTY  BENEFICIARY.  The  terms  and  provisions  of this
Agreement  are  intended  solely for the benefit of each party  hereto and their
respective  successors or permitted assigns,  and it is not the intention of the
parties to confer  third-party  beneficiary  rights upon any other  Person other
than any Person entitled to indemnity under Article IX.

      11.7. NO ASSIGNMENT; Binding Effect. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto without the
prior written  consent of the other parties hereto and any attempt to do so will
be void.  This  Agreement  is  binding  upon,  inures to the  benefit  of and is
enforceable by the parties hereto and their respective successors and assigns.

      11.8. HEADINGS. The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.

      11.9.  SEVERABILITY.  If any  provision  of this  Agreement  is held to be
illegal,  invalid or  unenforceable  under any present or future law, and if the
rights or  obligations  of any party  hereto  under this  Agreement  will not be
materially  and adversely  affected  thereby,  (i) such  provision will be fully
severable,  (ii)  this  Agreement  will be  construed  and  enforced  as if such
illegal,  invalid or unenforceable  provision had never comprised a part hereof,
(iii) the remaining  provisions of this  Agreement will remain in full force and
effect  and  will not be  affected  by the  illegal,  invalid  or  unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision,  there will be added automatically as a part of this
Agreement a legal,  valid and enforceable  provision as similar in terms to such
illegal,  invalid or  unenforceable  provision  as may be possible  and mutually
acceptable to the parties herein.

      11.10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas applicable to contracts  executed
and  performed  in such  State,  without  giving  effect  to  conflicts  of laws
principles.

      11.11.  CONSENT TO JURISDICTION AND FORUM  SELECTION.  Each of the Parent,
CRDE, Acquisition Co., the Company and the Shareholders  irrevocably agrees that
any legal action or proceeding  with respect to this  Agreement  (including  any
legal  action or  proceeding  to  enforce  the  arbitration  provisions  of this
Agreement)  or for the  recognition  and  enforcement  of any judgment  obtained
through  the  arbitration  provisions  of this  Agreement  will be  brought  and
determined  in the  federal or state  courts or other  courts  located in Dallas
County,  Texas, and each of the Parent,  CRDE,  Acquisition Co., the Company and
the Shareholders  hereby  irrevocably  submits with regard to any such action or
proceeding   for  itself  and  in  respect  to  its   property,   generally  and
unconditionally, to the exclusive jurisdiction of the aforesaid courts.

      11.12. CONSTRUCTION.  No provision of this Agreement shall be construed in
favor of or  against  any party on the  ground  that such  party or its  counsel
drafted the provision. Any remedies provided for herein are not exclusive of any
other lawful  remedies  which may be available to either party.  This  Agreement
shall at all times be construed so as to carry out the purposes stated herein.

                                      -52-
<PAGE>

                                                                   Exhibit 10.30

      11.13.  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts and by facsimile, each of which will be deemed an original, but all
of which  together  will  constitute  one and the same  instrument.  The parties
specifically  acknowledge  and agree that any variation of "version  numbers" or
other  similar  references  contained  on any of the  signature  pages  shall be
inconsequential,  shall  not have any  contractual  significance,  and shall not
affect the validity of such signature pages in any way whatsoever.

      11.14. ATTORNEY'S FEES. In the event any action is brought for enforcement
or interpretation  of this Agreement,  the prevailing party shall be entitled to
recover reasonable attorney's fees and costs incurred in said action.

                  [Remainder of page intentionally left blank]

                                      -53-
<PAGE>


             SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION

      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto, or their duly authorized officer, as of the date first above
written.

                                    CRDENTIA CORP.,
                                    a Delaware corporation

                                    By:    /s/ Pamela G. Atherton
                                           ----------------------
                                    Name:  Pamela G. Atherton
                                    Title: President

                                    CRDE CORP.,
                                    a Delaware corporation

                                    By:   /s/ Pamela G. Atherton
                                          ----------------------
                                    Name:  Pamela G. Atherton
                                    Title: President

                                    TRAVMED ACQUISITION CORPORATION,
                                    a North Carolina corporation

                                    By:   /s/ Pamela G. Atherton
                                          ----------------------
                                    Name:  Pamela G. Atherton
                                    Title: President

                                    TRAVMED USA, INC.,
                                    a North Carolina corporation

                                    By:    /s/ Steve Williams
                                           ------------------
                                    Name:  Steve Williams
                                    Title: President

Address:                                  /s/ Steve Williams
18300 River Ford Run                      -------------------
Davidson, NC 28036                        Steve Williams

Address:                                  /s/ Robert Litton
5403 Callandar Ct.                        -----------------
Davidson, NC 28036                        Robert Litton


<PAGE>

                           COMPANY DISCLOSURE SCHEDULE

                                (See Attachments)

                                      S-1
<PAGE>

                                    EXHIBIT A

                               ARTICLES OF MERGER

                                (See Attachment)

                                      A-1
<PAGE>

                                    EXHIBIT B

                                    FORMS OF

                    CONVERTIBLE SUBORDINATED PROMISSORY NOTE

                                (SEE ATTACHMENTS)

                                      B-1

<PAGE>

                                    EXHIBIT C

                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT

                                 (Robert Litton)

                                (See Attachment)

                                      C-1

<PAGE>

                                    EXHIBIT D

                          COMPANY SECRETARY CERTIFICATE

                                (See Attachment)

                                       D-1

<PAGE>

                                    EXHIBIT E

                                    RELEASES

                                (See Attachments)

                                      E-1

<PAGE>

                                    EXHIBIT F

                      OPINION OF COMPANY COUNSEL TO COMPANY

                                (See Attachment)

                                      F-1

<PAGE>

                                    EXHIBIT G

                             SUBORDINATION AGREEMENT

                                (See Attachment)

                                      G-1

<PAGE>

                                    EXHIBIT H

                           CRDE SECRETARY CERTIFICATE

                                (See Attachment)

                                      H-1

<PAGE>

                                    EXHIBIT I

                      ACQUISITION CO. SECRETARY CERTIFICATE

                                (See Attachment)

                                      I-1

<PAGE>

                                    EXHIBIT J

                             INFORMATION CERTIFICATE

                                (See Attachment)

                                      J-1

<PAGE>

                                    EXHIBIT K

                          REGISTRATION RIGHTS AGREEMENT

                                (See Attachment)

                                      K-1

<PAGE>

                                    EXHIBIT L

                      EMPLOYMENT AGREEMENT - ROBERT LITTON

                                (See Attachment)

                                      L-1

<PAGE>

                                    EXHIBIT M

                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT

                                (Steve Williams)

                                (See Attachment)

                                      M-1

<PAGE>

                                    EXHIBIT N

                              ASSIGNMENT AGREEMENT

                                (See Attachment)

                                      N-1

<PAGE>

                                    EXHIBIT O

                     FIRST AMENDMENT TO THE LEASE AGREEMENT

To be handled post Closing.

                                      O-1

<PAGE>

                                    EXHIBIT P

                        ADMINISTRATIVE SHARING AGREEMENT

To be handled post Closing.

                                      P-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>10
<FILENAME>v015466_ex10-31.txt
<TEXT>

                                                                   Exhibit 10.31






================================================================================







                      AGREEMENT AND PLAN OF REORGANIZATION


                                  BY AND AMONG


                                 CRDENTIA CORP.,
                          HIP ACQUISITION CORPORATION,


                               HIP HOLDING, INC.,


                    AND THE SHAREHOLDERS OF HIP HOLDING, INC.


                              DATED MARCH 28, 2005







================================================================================


<PAGE>
                                                                   Exhibit 10.31

                              TABLE OF CONTENTS


                                                                            PAGE


ARTICLE 1. DEFINITIONS.......................................................2
  1.1   Defined Terms........................................................2
  1.2   Construction of Certain Terms and Phrases............................8

ARTICLE 2. THE MERGER........................................................9
  2.1   The Merger...........................................................9
  2.2   Effective Time.......................................................9
  2.3   Effect of the Merger.................................................9
  2.4   Certificate of Incorporation; Bylaws.................................9
  2.5   Directors and Officers...............................................9
  2.6   Effect on Capital Stock/Merger Consideration........................10
  2.7   Additional Merger Consideration.....................................11
  2.8   Exchange Procedure..................................................12
  2.9   Balance Sheet Items.................................................13
  2.10  Closing.............................................................14
  2.11  Exemption from Registration.........................................15
  2.12  No Shareholder Representative.......................................16
  2.13  Post-Closing Matters................................................16

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................16
  3.1   Organization of the Company.........................................16
  3.2   Organization of HIP, LLC............................................16
  3.3   Capital Stock of the Company........................................17
  3.4   Ownership of Shares.................................................17
  3.5   Ownership of HIP, LLC...............................................17
  3.6   Authority of the Company............................................17
  3.7   Intentionally Deleted...............................................18
  3.8   No Affiliates.......................................................18
  3.9   No Conflicts........................................................18
  3.10  Consents and Governmental Approvals and Filings.....................18
  3.11  Books and Records...................................................18
  3.12  Company Financial Statements........................................19
  3.13  Absence of Changes..................................................19
  3.14  No Undisclosed Liabilities..........................................19
  3.15  Tangible Personal Property..........................................19
  3.16  Benefit Plans; ERISA................................................20
  3.17  Real Property.......................................................21
  3.18  Proprietary Information of Third Parties............................21
  3.19  Compliance with Legal Requirements; Governmental Authorizations.....21
  3.20  Legal Proceedings; Orders...........................................23
  3.21  Contracts...........................................................24
  3.22  Intentionally Deleted...............................................26
  3.23  Accounts Payable....................................................26


                                      -i-
<PAGE>
                                                                   Exhibit 10.31

  3.24  Equipment...........................................................26
  3.25  Insurance...........................................................26
  3.26  Tax Matters.........................................................27
  3.27  Labor and Employment Relations......................................28
  3.28  Certain Employees...................................................29
  3.29  Absence of Certain Developments.....................................29
  3.30  Customers...........................................................31
  3.31  Bank Accounts.......................................................31
  3.32  Intentionally Deleted...............................................31
  3.33  Regulatory Compliance...............................................31
  3.34  Third Party Consents................................................32
  3.35  Relationships with Related Persons..................................32
  3.36  Certain Payments....................................................32
  3.37  Brokers.............................................................32
  3.38  Verification of Credentials.........................................32
  3.39  Training............................................................33
  3.40  Existing Indebtedness...............................................33
  3.41  Material Misstatements and Omissions................................33

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO......34
  4.1   Organization........................................................34
  4.2   Authority...........................................................34
  4.3   Litigation..........................................................34
  4.4   Reports and Financial Statements....................................34
  4.5   Brokers.............................................................35

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS...............35
  5.1   Requisite Power and Authority.......................................35
  5.2   Investment Representations..........................................35
  5.3   Transfer Restrictions...............................................36
  5.4   Market Standoff.....................................................37

ARTICLE 6. ADDITIONAL AGREEMENTS............................................37
  6.1   Access to Information...............................................37
  6.2   Public Announcements; Company Literature............................38
  6.3   Fees and Expenses...................................................38
  6.4   Confidentiality.....................................................38

ARTICLE 7. CONDITIONS TO CONSUMMATION OF THE MERGER.........................38
  7.1   Conditions to Each Party's Obligations to Effect the Merger.........38
  7.2   Conditions to the Obligations of the Company........................39
  7.3   Conditions to the Obligations of Parent and Acquisition Co..........39

ARTICLE 8. INTENTIONALLY DELETED............................................40

ARTICLE 9. ACTIONS BY THE PARTIES AFTER THE CLOSING.........................40


                                      -ii-
<PAGE>
                                                                   Exhibit 10.31

  9.1   Survival of Representations, Warranties, Etc........................40
  9.2   Indemnification.....................................................41
  9.3   Right of Offset.....................................................42
  9.4   Articles of Incorporation and Bylaws................................43
  9.5   Exclusivity.........................................................43
  9.6   Tax Matters.........................................................43

ARTICLE 10. ARBITRATION.....................................................45
  10.1  Arbitration.........................................................45

ARTICLE 11. MISCELLANEOUS...................................................45
  11.1  Further Assurances..................................................45
  11.2  Notices.............................................................46
  11.3  Entire Agreement....................................................47
  11.4  Waiver..............................................................47
  11.5  Amendment...........................................................47
  11.6  No Third Party Beneficiary..........................................47
  11.7  No Assignment; Binding Effect.......................................47
  11.8  Headings............................................................47
  11.9  Severability........................................................47
  11.10 Governing Law.......................................................48
  11.11 Consent to Jurisdiction and Forum Selection.........................48
  11.12 Construction........................................................48
  11.13 Counterparts........................................................48
  11.14 Attorney's Fees.....................................................48

                             SCHEDULES AND EXHIBITS
                             ----------------------

Exhibits
--------

Exhibit A   -     Certificate of Merger
Exhibit B   -     Incremental Revenue Share Formula
Exhibit C   -     Letter of Transmittal
Exhibit D   -     Non-Competition and Non-Solicitation Agreement
Exhibit E   -     Employment Agreement
Exhibit F   -     Company Secretary Certificate
Exhibit G   -     Release
Exhibit H   -     Parent Secretary Certificate


                                     -iii-
<PAGE>
                                                                   Exhibit 10.31

                      AGREEMENT AND PLAN OF REORGANIZATION


      This Agreement and Plan of Reorganization  (this  "Agreement") is made and
entered  into as of March 28,  2005,  by and among  Crdentia  Corp.,  a Delaware
corporation ("Parent"),  HIP Acquisition Corporation, a Delaware corporation and
a wholly-owned  subsidiary of Parent ("Acquisition  Co."), HIP Holding,  Inc., a
Delaware  corporation  (the  "Company"),  and C. Michael Emery and Matthew James
Cahillane  who  currently  constitute  all of the  Shareholders  of the  Company
(individually a "Shareholder" and collectively, the "Shareholders").

                                  RECITALS:

      A. Upon the terms and subject to the  conditions of this  Agreement and in
accordance with the Delaware General  Corporation Law (the "DGCL"),  Acquisition
Co. and the Company will enter into a business combination  transaction pursuant
to which the Company will merge with and into Acquisition Co. (the "Merger").

      B. The  Boards  of  Directors  of  Parent  and  Acquisition  Co.  (i) have
determined  that  the  Merger  is  consistent  with  and in  furtherance  of the
long-term  business  strategy of Parent and Acquisition Co.,  respectively,  and
fair to,  and in the best  interests  of,  Parent,  Acquisition  Co.  and  their
respective  shareholders,  and (ii) have approved this Agreement, the Merger and
the other transactions contemplated by this Agreement.

      C. The Board of  Directors  of the  Company  (i) has  determined  that the
Merger is consistent with and in furtherance of the long-term  business strategy
of the  Company and fair to, and in the best  interests  of, the Company and its
Shareholders,  and (ii) has approved  this  Agreement,  the Merger and the other
transactions contemplated by this Agreement.

      D.  The  Shareholders  of  the  Company  have  unanimously  approved  this
Agreement, the Merger and the other transactions contemplated by this Agreement.

      E. The sole  Shareholder of Acquisition  Co. has approved this  Agreement,
the Merger and other transactions contemplated by this Agreement.

      F. Parent,  Acquisition  Co., the Company and the  Shareholders  desire to
make certain  representations  and warranties and other agreements in connection
with the Merger.

      G. The parties  intend,  by executing this  Agreement,  to adopt a plan of
reorganization  within the meaning of Section 368 of the Code,  and to cause the
Merger to qualify as a reorganization  under the provisions of Section 368(a) of
the Code.

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


                                       -1-
<PAGE>
                                                                   Exhibit 10.31

ARTICLE 1.
                                   DEFINITIONS
                                   -----------

      1.1   DEFINED TERMS. As used in this Agreement, the following defined
terms have the meanings indicated below:

      "2005  Company  Revenue"  shall  mean the gross  revenues,  determined  in
accordance with GAAP, generated by the Surviving Corporation and HIP, LLC during
the twelve month period ending March 31, 2005.  Gross revenues  include  revenue
derived from employees placed or scheduled by the Surviving Corporation and HIP,
LLC.

      "2006  Company  Revenue"  shall  mean the gross  revenues,  determined  in
accordance with GAAP, generated by the Surviving Corporation and HIP, LLC during
the twelve month period ending March 31, 2006.  Gross revenues  include  revenue
derived from employees placed or scheduled by the Surviving Corporation and HIP,
LLC.

      "2007  Company  Revenue"  shall  mean the gross  revenues,  determined  in
accordance with GAAP, generated by the Surviving Corporation and HIP, LLC during
the twelve month period ending March 31, 2007.  Gross revenues  include  revenue
derived from employees placed or scheduled by the Surviving Corporation and HIP,
LLC.

      "Acquisition Co." has the meaning set forth in the first paragraph of this
Agreement.

      "Acquisition Co. Common Stock" has the meaning set forth in Section
2.6(c)(iii).

      "Actions or Proceedings" means any action, suit, proceeding,  arbitration,
Order,  inquiry,  hearing,  assessment  with  respect to fines or  penalties  or
litigation (whether civil, criminal, administrative,  investigative or informal)
commenced, brought, conducted or heard by or before, or otherwise involving, any
Governmental or Regulatory Authority.

      "Additional  Merger  Consideration"  has the  meaning set forth in Section
2.7.

      "Affiliate"  means, with respect to any Person, a Family Member or another
Person  that  directly,  or  indirectly  through  one  or  more  intermediaries,
controls, is controlled by or is under common control with such Person.

      "Agreement"  has the  meanings  set forth in the first  paragraph  of this
Agreement and in Section 2.2.

      "Assets  and  Properties"  and "Assets or  Properties"  of any Person each
means all assets and properties of every kind, nature, character and description
(whether  real,  personal  or mixed,  whether  tangible or  intangible,  whether
absolute,  accrued,  contingent,  fixed or  otherwise  and  wherever  situated),
including  the  goodwill  related  thereto,  operated,  owned or  leased by such
Person,  including,  without  limitation,  cash, cash equivalents,  accounts and
notes receivable,  chattel paper, documents,  instruments,  general intangibles,
real estate, equipment, inventory, goods and Intellectual Property.


                                       -2-
<PAGE>
                                                                   Exhibit 10.31

      "Benefit Plan" means any Plan  established,  arranged or maintained by the
Company,  HIP, LLC or any corporate group of which the Company or HIP, LLC is or
was a  member,  existing  at the  Closing  Date or prior  thereto,  to which the
Company or HIP, LLC contributes or has contributed, or under which any employee,
manager,  officer,  director or former employee,  manager officer or director of
the Company,  HIP, LLC or any  beneficiary  thereof is covered,  is eligible for
coverage or has benefit rights.

      "Books and Records" of any Person means all files, documents, instruments,
papers,  books,  computer files  (including but not limited to files stored on a
computer's hard drive or on floppy disks),  electronic  files and records in any
other  medium  relating to the  business,  operations,  accounting  practices or
condition of such Person.

      "Business Day" means a day other than Saturday, Sunday or any day on which
banks located in the State of Texas are authorized or obligated to close.

      "Business  of the  Company"  means the per diem  nurse  staffing  business
conducted  prior to the date hereof (both before and after the HIP  Transaction)
by the Company,  HIP, LLC and their respective  subsidiaries,  if any, including
all  operational,   management,  financial  and  contractual  elements  included
therein.

      "Cash Consideration" has the meaning set forth in Section 2.6(b)(ii).

      "Certificate of Merger" has the meaning set forth in Section 2.2.

      "Closing" has the meaning set forth in Section 2.10(a).

      "Closing Date" has the meaning set forth in Section 2.10(a).

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Company"  has the  meaning  set  forth  in the  first  paragraph  of this
Agreement.

      "Company Common Stock" has the meaning set forth in Section 3.3(a) of this
Agreement.

      "Company  Disclosure  Schedule"  means the  disclosure  schedule  attached
hereto which sets forth the  exceptions to the  representations  and  warranties
contained in Article III hereof and certain other information called for by this
Agreement.

      "Company  Financial  Statements" means (i) the unaudited balance sheets of
HIP, LLC and the related  unaudited  statements of income and retained  earnings
for the fiscal periods ended  December 31, 2004,  December 31, 2003 and December
31, 2002, and (ii) the Interim Financial Statements.

      "Consent"  means any approval,  consent,  ratification,  waiver,  or other
authorization (including any Governmental Authorization).


                                       -3-
<PAGE>
                                                                   Exhibit 10.31

      "Contemplated  Transactions" means all of the transactions contemplated by
this Agreement,  including:  (a) the Merger;  (b) the execution,  delivery,  and
performance of the Non-Competition  Agreements, the Releases, and the Employment
Agreements;  (c) the performance by Parent, Acquisition Co., the Company and the
Shareholders of their respective covenants and obligations under this Agreement;
and (d)  Parent's  acquisition  and  ownership  of the Company  Common Stock and
exercise of control over the Company.

      "Contract"  means  any  agreement,  contract,   obligation,   promise,  or
undertaking  (whether  written or oral and whether  express or implied)  that is
legally binding.

      "Copyrights"  has the meaning set forth in the definition of "Intellectual
Property."

      "Damages" has the meaning set forth in Section 9.2(a).

      "Defined  Benefit Plan" means each Benefit Plan which is subject to Part 3
of Title I of ERISA, Section 412 of the Code or Title IV of ERISA.

      "DGCL" has the meaning set forth in the first recital of this Agreement.

      "Effective Time" has the meaning set forth in Section 2.2.

      "Encumbrances" means any mortgage, pledge, assessment,  security interest,
deed of trust,  lease, lien, adverse claim,  equitable  interest,  levy, charge,
community property interest,  right of first refusal or other encumbrance of any
kind, or any conditional sale or title retention agreement or other agreement to
give any of the foregoing in the future.

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, and the rules and regulations promulgated thereunder.

      "ERISA  Affiliate"  means any  entity  which is a member of a  "controlled
group of  corporations"  or  which is or was  under  "common  control"  with the
Company or HIP, LLC, as such terms are defined in Section 414 of the Code.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Family Member" of an individual Person means (i) the individual's  spouse
and  former  spouses,  (ii) any  other  natural  person  who is  related  to the
individual or the  individual's  spouse within the second degree,  and (iii) any
other natural person who resides with such individual.

      "GAAP" means United States generally accepted  accounting  principles,  as
currently  in  effect,  applied  on a basis  consistent  with the basis on which
Parent's audited financial statements are prepared.

      "Governmental Authorization" means any approval, consent, license, permit,
waiver,  or  other  authorization  issued,  granted,  given  or  otherwise  made
available by or under the authority of any Governmental or Regulatory  Authority
or pursuant to any Legal Requirement.


                                      -4-
<PAGE>
                                                                   Exhibit 10.31

      "Governmental  or  Regulatory   Authority"  means  any  court,   tribunal,
arbitrator,  authority, agency, commission, official or other instrumentality of
the United States or other country,  any state,  county, city or other political
subdivision.

      "HIP,  LLC"  shall mean  Health  Industry  Professionals,  LLC, a Michigan
limited liability company.

      "Initial  Merger  Consideration"  has the  meaning  set  forth in  Section
2.6(b).

      "Income Tax" means any federal,  state (including Michigan Single Business
Tax),  local,  or foreign Tax based on or measured by  reference  to net income,
including any interest, penalty, or addition thereto, whether disputed or not.

      "Income Tax Return" means any return, report, information return, schedule
or other  document  (including any related or supporting  information)  filed or
required to be filed with any taxing authority with respect to Income Taxes.

      "Intellectual Property" means (i) trademarks,  service marks, trade dress,
logos,  trade  names  and  corporate  names,  together  with  all  translations,
adaptations,  derivations  and  combinations  thereof and including all goodwill
associated  therewith,  and all  applications,  registrations  and  renewals  in
connection  therewith  (collectively,  "Trademarks"),  (ii)  trade  secrets  and
confidential  business  information  (including  without  limitation,  know-how,
customer lists,  current and  anticipated  customer  requirements,  price lists,
market studies, business plans), however documented;  (iii) proprietary computer
software  and  programs  (including  object  code and  source  code)  and  other
proprietary rights and copies and tangible embodiments thereof (in whatever form
or medium); (iv) database  technologies,  systems,  structures and architectures
(and related processes, formulae, compositions, improvements, devices, know-how,
inventions,  discoveries, concepts, ideas, designs, methods and information) and
any other related information,  however, documented; (v) any and all information
concerning  the  business  and affairs of a Person  (which  includes  historical
financial  statements,   financial  projections  and  budgets,   historical  and
projected  sales,  capital spending budgets and plans, the names and backgrounds
of key personnel and personnel  training and techniques and materials),  however
documented; (vi) any and all notes, analysis, compilations,  studies, summaries,
and other material  prepared by or for a Person containing or based, in whole or
in part, on any information included in the foregoing,  however documented;  and
(vii) any similar or equivalent rights to any of the foregoing.

      "Interim Financial  Statements" means the management  prepared,  unaudited
balance sheet and  unaudited  statement of income for HIP, LLC, in each case for
the two (2)  month  period  ended  February  28,  2005.  The  Interim  Financial
Statements have not been prepared in accordance with GAAP.

      "Key  Employees"  means those  employees of the Company that Parent in its
sole discretion has designated as "key  employees"  prior to the Closing and set
forth on Schedule 1.1(c) attached hereto.

      "Knowledge  of the Company" or "Known to the Company"  means the knowledge
of any officer,  director or  Shareholder of the Company or manager of HIP, LLC.
An officer, director or Shareholder of the Company or manager of HIP, LLC will


                                      -5-
<PAGE>
                                                                   Exhibit 10.31

be  deemed  to have  Knowledge  of a  particular  fact or other  matter  if such
individual is actually aware of such fact or other matter.

      "Knowledge  of the Parent" or "Known to the Parent" means the knowledge of
any officer or director of the Parent.  An officer or director of Parent will be
deemed to have Knowledge of a particular fact or other matter if such individual
is actually aware of such fact or other matter.

      "Legal Requirement" means any federal, state, local,  municipal,  foreign,
international,  multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute or treaty.

      "Material Adverse Effect" means, for any Person, a material adverse effect
whether  individually  or in the  aggregate  (a) on  the  business,  operations,
financial  condition or Assets and Properties,  of such Person taken as a whole,
or (b) on the ability of such Person to consummate the transactions contemplated
hereby.

      "Merger" has the meaning set forth in the first recital of this Agreement.

      "Merger  Consideration"  means  the  Initial  Merger  Consideration  and
Additional Merger Consideration, if any.

      "Non-Competition   Agreements"  has  the  meaning  set  forth  in  Section
2.10(b)(iii).

      "Order"  means  any  award,  decision,  writ,  judgment,  decree,  ruling,
subpoena, verdict, injunction or similar order of any Governmental or Regulatory
Authority (in each such case whether preliminary or final).

      "Ordinary  Course of  Business"  means the action of a Person  that is (i)
consistent  with the past  practices of such Person and is taken in the ordinary
course of the normal day-to-day  operations of such Person; (ii) not required to
be  authorized  by the board of directors of the Company;  and (iii)  similar in
nature and  magnitude to actions  customarily  taken,  without the action of the
board of  directors  or  similar  body,  in the  ordinary  course of the  normal
day-to-day  operations of other Persons that are in the same line of business as
the Company.

      "OTCBB"  shall  mean  the  regulated  quotation  service  known as the OTC
Bulletin Board.

      "Outstanding  Company  Common  Stock" has the meaning set forth in Section
2.6(a).

      "Parent"  has  the  meaning  set  forth  in the  first  paragraph  of this
Agreement.

      "Parent Common Stock" means the shares of common stock of Parent,  $0.0001
par value.

      "Parent  Common  Stock  Value"  has  the  meaning  set  forth  in  Section
2.6(b)(ii).

      "Parent Group" has the meaning set forth in Section 9.2(a).


                                      -6-
<PAGE>
                                                                   Exhibit 10.31

      "Parent SEC Documents" means each form,  report,  schedule,  statement and
other document filed by the Parent through the date of this Agreement  under the
Exchange Act or the Securities Act, including any amendment to such document.

      "Permits"  means  all  licenses,   permits,   certificates  of  authority,
authorizations,  approvals, registrations and similar consents granted or issued
by any Governmental or Regulatory Authority.

      "Permitted Encumbrance" means (a) any Encumbrance for taxes not yet due or
delinquent or being contested in good faith by appropriate proceedings for which
adequate  reserves have been  established  in accordance  with GAAP,  (b) assets
which are leased and  intellectual  property  which is licensed,  (c) mechanics,
carriers',  workmen's,  repairmen's,  warehousemen's  or other like Encumbrances
arising or incurred in the  Ordinary  Course of Business or by operation of law,
which Encumbrances as set forth in this subsection (c) have been properly booked
as a  payable  in the  Books  and  Records  of the  Company  and (d)  any  minor
imperfection  of title  or  similar  Encumbrance  which  individually  or in the
aggregate with other such  Encumbrances does not impair the Assets or Properties
or the use of such Assets or  Properties  in the conduct of the  business of the
Company.

      "Person"  means any  natural  person,  corporation,  general  partnership,
limited partnership, limited liability company,  proprietorship,  other business
organization, trust, union, association or Governmental or Regulatory Authority.

      "Plan" means any bonus,  incentive  compensation,  deferred  compensation,
pension,  profit  sharing,  retirement,  stock  purchase,  stock  option,  stock
ownership,  stock appreciation rights, phantom stock, leave of absence,  layoff,
vacation,  day or dependent  care,  legal  services,  cafeteria,  life,  health,
accident,  disability,  workers'  compensation  or other  insurance,  severance,
separation or other employee  benefit plan,  practice,  policy or arrangement of
any kind, whether written or oral, including,  but not limited to, any "employee
benefit plan" within the meaning of Section 3(3) of ERISA.

      "Proceeding" means any action, arbitration, audit, hearing, investigation,
litigation, or suit (whether civil, criminal,  administrative,  investigative or
informal)  commenced,  brought,  conducted,  or heard by or before, or otherwise
involving, any Governmental or Regulatory Authority.

      "Qualified  Plan"  means each  Benefit  Plan which is  intended to qualify
under Section 401 of the Code.

      "Real Property" has the meaning set forth in Section 3.17.

      "Release" has the meaning set forth in Section 2.10(b)(vi).

      "SEC"  shall  mean the  Securities  &  Exchange  Commission  of the United
States.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Shareholders"  has the meaning set forth in the first  paragraph  of this
Agreement.


                                      -7-
<PAGE>
                                                                   Exhibit 10.31

      "Stock Certificates" has the meaning set forth in Section 2.8(a).

      "Stock Consideration" has the meaning set forth in Section 2.6(b)(i).

      "Stock   Consideration  Value"  has  the  meaning  set  forth  in  Section
2.6(b)(i).

      "Surviving Corporation" has the meaning set forth in Section 2.1.

      "Tax" (and, with  correlative  meaning,  "Taxes,"  "Taxable" and "Taxing")
means (i) any federal,  state,  local or foreign  income,  alternative or add-on
minimum tax, gross income,  gross receipts,  sales,  use, ad valorem,  transfer,
franchise,   profits,  license,   withholding,   payroll,  employment,   excise,
severance,  stamp,  occupation,  premium,  property,  environmental  or windfall
profit tax, custom, duty or other tax, governmental fee or other like assessment
or charge of any kind  whatsoever,  together  with any  interest or any penalty,
addition to tax or additional  amount imposed by any  Governmental or Regulatory
Authority  responsible for the imposition of any such tax (domestic or foreign),
(ii) any liability for payment of any amounts of the type  described in (i) as a
result of being a member of an affiliated,  consolidated,  combined,  unitary or
other group for any Taxable  period and (iii) any  liability  for the payment of
any amounts of the type  described  in (i) or (ii) as a result of any express or
implied obligation to indemnify any other Person.

      "Tax Return" means any return,  report,  information  return,  schedule or
other  document  (including  any  related or  supporting  information)  filed or
required to be filed with respect to any taxing authority with respect to Taxes.

      "Third Party Expenses" has the meaning set forth in Section 6.3.

      "Threatened" means a claim,  Proceeding,  dispute,  action or other matter
will be deemed to have been  "Threatened"  if any demand or  statement  has been
made (orally or in writing) or any notice has been given (orally or in writing),
or if any other event has occurred or any other  circumstances  exist that would
lead a  prudent  Person to  conclude  that  such a claim,  proceeding,  dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.

      "Trademarks"  has the meaning set forth in the definition of "Intellectual
Property."

      1.2 CONSTRUCTION OF CERTAIN TERMS AND PHRASES.  Unless the context of this
Agreement otherwise requires, (a) words of any gender include each other gender;
(b) words  using the  singular  or plural  number  also  include  the  plural or
singular number,  respectively;  (c) the terms "hereof,"  "herein," "hereby" and
derivative  or  similar  words  refer to this  entire  Agreement;  (d) the terms
"Article"  or  "Section"  refer to the  specified  Article  or  Section  of this
Agreement;  (e) the  term  "or"  has,  except  where  otherwise  indicated,  the
inclusive meaning  represented by the phrase "and/or;" and (f) "including" means
"including  without  limitation."  Whenever this Agreement refers to a number of
days,  such  number  shall  refer to  calendar  days  unless  Business  Days are
specified.  All  accounting  terms used herein and not expressly  defined herein
shall have the meanings given to them under GAAP.


                                      -8-
<PAGE>
                                                                   Exhibit 10.31

                                   ARTICLE 2.
                                   THE MERGER
                                   ----------

      2.1   THE MERGER. At the Effective Time and subject to and upon the terms
and conditions of this Agreement and the applicable provisions of the DGCL, the
Company shall be merged with and into Acquisition Co., the separate corporate
existence of the Company shall cease and Acquisition Co. shall continue as the
surviving corporation. Acquisition Co. as the surviving corporation after the
Merger is hereinafter sometimes referred to as the "Surviving Corporation."

      2.2  EFFECTIVE  TIME.  Subject to the  provisions of this  Agreement,  the
parties  hereto  shall cause the Merger to be  consummated  by the filing of the
certificate  of merger  substantially  in the form attached  hereto as Exhibit A
(the  "Certificate  of Merger") with the Secretary of State of Delaware,  all in
accordance  with the relevant  provisions of the DGCL (the time of acceptance by
the  Secretary of State of the State of Delaware of such  filing,  or such later
time as may be agreed in writing by the parties and specified in the Certificate
of  Merger,  being  the  "Effective  Time")  as  soon as  practicable  following
fulfillment of the conditions set forth in Article 7 hereof.  Unless the context
otherwise  requires,  the term "Agreement" as used herein refers collectively to
this Agreement and the Certificate of Merger.

      2.3 EFFECT OF THE MERGER.  At the Effective Time, the effect of the Merger
shall be as provided in this  Agreement  and the  applicable  provisions  of the
DGCL. Without limiting the generality of the foregoing,  and subject thereto, at
the Effective Time all the property, rights,  privileges,  powers and franchises
of the Company and Acquisition Co. shall vest in the Surviving Corporation,  and
all debts,  liabilities  and duties of the Company  and  Acquisition  Co.  shall
become the debts, liabilities and duties of the Surviving Corporation.

      2.4   CERTIFICATE OF INCORPORATION; BYLAWS.

            (a) At the Effective  Time,  the  Certificate  of  Incorporation  of
Acquisition  Co. shall be the  Certificate  of  Incorporation  of the  Surviving
Corporation,  except that Article  First thereof shall be amended to read in its
entirety as follows: "FIRST: The name of the corporation is HIP Holding, Inc."

            (b) At the Effective  Time, the Bylaws of  Acquisition  Co. shall be
the Bylaws of the Surviving Corporation, except that the Bylaws shall be amended
to reflect that the name of the  Surviving  Corporation  shall be " HIP Holding,
Inc."

      2.5   DIRECTORS AND OFFICERS. The directors of Acquisition Co. immediately
prior to the Effective Time shall be the initial directors of the Surviving
Corporation, to serve until their respective successors are duly elected or
appointed and qualified. The officers of Acquisition Co. immediately prior to
the Effective Time shall be the initial officers of the Surviving Corporation,
to serve until their successors are duly elected or appointed or qualified.


                                      -9-
<PAGE>
                                                                   Exhibit 10.31

      2.6   EFFECT ON CAPITAL STOCK/MERGER CONSIDERATION.

            (a)  Conversion of Company Common Stock.  At the Effective  Time, by
virtue of the Merger and  without  any  action on the part of any  Person,  each
share of the Company Common Stock issued and  outstanding  immediately  prior to
the Effective  Time (the  "Outstanding  Company Common Stock") shall be canceled
and  automatically  converted  into the right to receive,  upon surrender of the
certificates   representing   such  shares  and  a  Letter  of   Transmittal  as
contemplated  in Section 2.8, a ratable portion of the Merger  Consideration  as
determined in Section 2.6(b) and Section 2.7 below.  At the Effective  Time, all
rights in respect of such Outstanding Company Common Stock shall cease to exist,
other than the right to receive the  consideration  described  in the  preceding
sentence, and all such shares shall be cancelled and retired.

            (b) Initial Merger  Consideration.  The initial merger consideration
shall consist of $3,952,500  (the "Initial Merger  Consideration")  and shall be
paid on the Closing Date as follows:

                  (i) Cash Consideration.  $1,350,900 shall be paid in cash (the
"Cash  Consideration")  to the  Shareholders  pro  rata,  by  wire  transfer  or
cashier's  checks  drawn upon a federally  insured  lending  institution  on the
Closing Date; and

                  (ii) Stock Consideration. $2,601,600 (the "Stock Consideration
Value")  shall  be  paid by the  issuance  to the  Shareholders,  pro  rata,  of
1,283,684  shares of Parent Common Stock.  For purposes of this  Agreement,  the
"Stock Consideration" shall mean the aggregate number of shares of Parent Common
Stock issuable on the Closing Date in accordance  with this Section  2.6(b)(ii);
and

                  (iii) Pro Rata Share of Shareholders.  Each Shareholder  shall
be entitled to fifty percent (50%) of all Merger Consideration.

            (c) Actions at the Effective Time. At the Effective Time:

                  (i)  Except  for  the   securities   referred  to  in  Section
2.6(c)(ii)  below,   each  share  of  Outstanding   Company  Common  Stock  will
automatically, by virtue of the Merger and without any action on the part of the
holder  thereof,  be canceled and converted  into a right to receive from Parent
such shares' pro rata amount of the Cash Consideration and Stock Consideration.

                  (ii) Each share of Company  Common  Stock held in the treasury
of  the  Company  shall  be  canceled  and  retired   without   payment  of  any
consideration therefor.

                  (iii)  Each  share  of  common   stock  of   Acquisition   Co.
("Acquisition Co. Common Stock") issued and outstanding immediately prior to the
Effective  Time shall be converted  into and exchanged  for one validly  issued,
fully paid and non-assessable share of common stock of the Surviving Corporation
and  shall  constitute  the  only  shares  of  capital  stock  of the  Surviving
Corporation  outstanding  immediately  after  the  Effective  Time.  Each  stock
certificate of  Acquisition  Co.  evidencing  ownership of any such shares shall
continue to evidence  ownership of such shares of capital stock of the Surviving
Corporation.


                                      -10-
<PAGE>
                                                                   Exhibit 10.31

      2.7 ADDITIONAL  MERGER  CONSIDERATION  . In addition to the Initial Merger
Consideration,   each  Shareholder   shall  be  entitled  to  additional  merger
consideration (the "Additional Merger Consideration") calculated as follows:

            (a) 2006 Revenue Adjustments to Merger Consideration.

                  (i) Calculation of Additional Merger Consideration  (2006). In
the event that the 2006 Company  Revenue  exceeds the 2005 Company Revenue (such
excess, if any, the "2006 Incremental Company Revenue"),  Parent shall issue, as
additional  Stock  Consideration,  shares of Parent  Common  Stock  derived from
calculating through that certain formula set forth in Exhibit B attached hereto.
The 2005  Company  Revenue  and 2006  Company  Revenue  shall be  calculated  by
management of Parent in good faith and such  calculations  shall be delivered to
the  Shareholders.  The  Shareholders  shall have ten (10) days from the date of
receipt of such calculations to dispute the calculations.  If one or more of the
Shareholders  dispute such  calculations  during such  period,  the parties will
resolve such dispute in accordance with the dispute provisions of Article 10. If
neither   Shareholder   disputes  such  calculation   during  such  period,  the
calculations of Parent shall be final and binding on all parties. The additional
Stock Consideration payable pursuant to this Section 2.7(a)(i), if any, shall be
made in  accordance  with each  Shareholder's  respective  pro rata share of the
Stock   Consideration   paid  on  the  Closing  Date.   The   additional   Stock
Consideration,  if any,  issuable and payable pursuant to this Section 2.7(a)(i)
shall be referred to as the "2006 Incremental Revenue Payment."

                  (ii)  Incremental  Revenue Payment Date.  Parent shall pay the
2006 Incremental  Revenue Payment, if any, on or before June 30, 2006 unless the
Shareholders  dispute  Parent's  calculations of the 2006 Company Revenue or the
2005  Company  Revenue,  as the case may be, in which case Parent  shall pay the
applicable 2006  Incremental  Revenue  Payment,  if any, within thirty (30) days
after  resolution  of the dispute in accordance  with the dispute  provisions of
Article 10.

                  (iii) Incremental  Revenue Deficit. In the event that the 2005
Company Revenue exceeds the 2006 Company Revenue (a "2006 Revenue Decline"),  no
Additional Merger Consideration pursuant to this Section 2.7(a) shall be paid.

            (b) 2007 Revenue Adjustments to Merger Consideration.

                  (i)  Calculation of Additional  Merger  Consideration  (2007).
Subject to the provisions of Section  2.7(b)(iii),  below, in the event that the
2007 Company Revenue exceeds the 2006 Company Revenue (such excess,  if any, the
"2007  Incremental  Company  Revenue"),  Parent shall issue, as additional Stock
Consideration,  shares of Parent Common Stock derived from  calculating  through
that certain  formula set forth in Exhibit B attached  hereto.  The 2006 Company
Revenue and 2007 Company  Revenue shall be calculated by management of Parent in
good faith and such  calculations  shall be delivered to the  Shareholders.  The
Shareholders  shall  have  ten  (10)  days  from  the  date of  receipt  of such
calculations  to dispute the  calculations.  If one or more of the  Shareholders
dispute  such  calculations  during such  period,  the parties will resolve such
dispute in  accordance  with the  dispute  provisions  of Article 10. If neither
Shareholder  disputes such calculation  during such period,  the calculations of
Parent  shall  be  final  and  binding  on all  parties.  The  additional  Stock
Consideration payable pursuant to this Section 2.7(b)(i),  if any, shall be made
in accordance  with each  Shareholder's  respective  pro rata share of the Stock
Consideration paid on the Closing Date. The additional Stock  Consideration,  if
any, issuable and payable pursuant to this Section 2.7(b)(i) shall be referred


                                      -11-
<PAGE>
                                                                   Exhibit 10.31

to as the "2007 Incremental Revenue Payment."

                  (ii)  Incremental  Revenue Payment Date.  Parent shall pay the
2007 Incremental  Revenue Payment, if any, on or before June 30, 2007 unless the
Shareholders  dispute  Parent's  calculations of the 2007 Company Revenue or the
2006  Company  Revenue,  as the case may be, in which case Parent  shall pay the
applicable 2007  Incremental  Revenue  Payment,  if any, within thirty (30) days
after  resolution  of the dispute in accordance  with the dispute  provisions of
Article 10.

                  (iii) Notwithstanding the provisions of Section 2.7(b)(i),  in
the event there shall have been a 2006 Revenue Decline,  the calculation for the
2007 Incremental  Revenue Payment, if any, shall be based on the increase in the
2007 Company Revenues over the 2005 Company  Revenue,  if any, such excess being
the basis for the 2007 Incremental Company Revenue calculations.

                  (iv) Incremental  Revenue Deficit.  In the event that the 2006
Company  Revenue  exceeds  the  2007  Company  Revenue,   no  Additional  Merger
Consideration pursuant to this Section 2.7(b) shall be paid.

2.8   EXCHANGE PROCEDURE.

            (a) Each holder of record of a  certificate  or  certificates  which
immediately  prior to the Effective Time  represented  Company Common Stock (the
"Stock Certificates") whose shares are being converted into a ratable portion of
the Merger  Consideration  pursuant to Section 2.6 above shall provide to Parent
at the  Closing,  (i) a letter of  transmittal  in the form  attached  hereto as
Exhibit C and (ii) one or more Stock  Certificates  for  cancellation to Parent,
duly endorsed in blank (or  accompanied  by duly executed  stock powers) and, if
necessary,  spousal consents by each spouse, if any, of each  Shareholder,  duly
executed by such  spouses.  The holder of such Stock  Certificate  shall then be
entitled  to receive  in  exchange  therefor  the Cash  Consideration  and Stock
Consideration to which such holder of Company Common Stock is entitled  pursuant
to Section 2.6 above and the Additional Merger  Consideration,  if any, pursuant
to Section 2.7 above. The Stock  Certificates so surrendered  shall forthwith be
canceled. No interest will accrue or be paid to the holder of any Company Common
Stock.  From and after the Effective Date, until  surrendered as contemplated by
this  Section  2.8,  each Stock  Certificate  shall be deemed for all  corporate
purposes  to  evidence  the  amount of the Merger  Consideration  into which the
Company Common Stock represented by such Stock Certificate have been converted.

            (b) From and after the  Effective  Time,  there  shall be no further
registration  of  transfers  on  the  stock  transfer  books  of  the  Surviving
Corporation of Company Common Stock which were outstanding  immediately prior to
the  Effective  Time.  If, after the  Effective  Time,  Stock  Certificates  are
presented to the Surviving  Corporation  for any reason,  they shall be canceled
and  exchanged  as provided in this Section 2.8,  provided  that the  presenting
holder is listed on the Company's Shareholder list as a holder of Company Common
Stock.


                                      -12-
<PAGE>
                                                                   Exhibit 10.31

            (c) In the event  that any  Stock  Certificates  evidencing  Company
Common Stock shall have been lost, stolen or destroyed,  the Parent shall pay in
exchange for such lost, stolen or destroyed Stock Certificates,  upon the making
of an affidavit of that fact by the holder thereof, such Merger Consideration as
may be required pursuant to Sections 2.6 and 2.7 above; provided,  however, that
Parent  may, in its  discretion  and as a condition  precedent  to the  issuance
thereof,  require the owner of such lost, stolen or destroyed Stock Certificates
to deliver a bond in such sum as it may reasonably  direct as indemnity  against
any claim that may be made against Parent with respect to the Stock Certificates
alleged to have been lost, stolen or destroyed.

            (d)  Notwithstanding  anything to the  contrary in this Section 2.8,
none of the  Surviving  Corporation  or any  party  hereto  shall be liable to a
holder of Company Common Stock for any amount properly paid to a public official
pursuant to any applicable abandoned property, escheat or similar law.

            (e) It is  intended  by the  parties  hereto  that the Merger  shall
constitute a reorganization within the meaning of Section 368(a) of the Code.

            (f) Each of the Parent,  Acquisition  Co. and the Company  will take
all such reasonable and lawful acts as may be necessary or desirable in order to
effectuate the Merger in accordance with this Agreement as promptly as possible.
If, at any time after the  Effective  Time,  any further  action is necessary or
desirable to carry out the purposes of this  Agreement and to vest the Surviving
Corporation  with full right,  title and  possession  to all  assets,  property,
rights,  privileges,  powers and  franchises  of the  Company,  the officers and
directors of the Company and Acquisition Co. are fully authorized in the name of
the respective  corporations,  the  Shareholders  or otherwise to take, and will
take,  all such  lawful  and  necessary  action  so long as such  action  is not
inconsistent with this Agreement.

      2.9 BALANCE SHEET ITEMS. Prior to the Closing,  the Parties recognize that
the Shareholders shall have made a distribution to themselves of (i) all cash in
the Company and HIP, LLC in excess of (a) trade payables of the Company and HIP,
LLC as of  March  21,  2005 and (b) all  liabilities  (whether  or not  invoices
therefor  have been  received  by the  Company  or HIP,  LLC)  arising  from the
Ordinary  Course of Business of the Company and HIP, LLC through March 20, 2005,
and (ii) all  accounts  receivable  of the Company and HIP,  LLC as of March 21,
2005. The  distributions  contemplated in this Section 2.9 have been approved by
Parent based on the understanding and agreement of the Company, HIP, LLC and the
Shareholders  that (a) neither the  Company nor HIP,  LLC shall have,  as of the
Closing, any indebtedness,  liabilities or obligations of any nature whatsoever,
whether  secured or  unsecured,  other than the trade  payables,  whether or not
invoices  therefor have been  received by the Company or HIP, LLC,  prior to the
Closing for which the Company and HIP, LLC shall have  sufficient cash to pay in
full,  all as  contemplated  in clause (i) of the  preceding  sentence,  (b) the
Shareholders  shall be responsible  for all wages,  obligations  and liabilities
arising out of the operations of the Company and HIP, LLC through March 20, 2005
and  (c) the  Shareholders  shall  be  entitled  to all  revenues  and  accounts
receivable  arising out of the  operations  of the Company and HIP,  LLC through
March 20, 2005.


                                      -13-
<PAGE>
                                                                   Exhibit 10.31

      2.10  CLOSING.

            (a) Time and  Place.  The  consummation  of the  Merger  under  this
Agreement  (the  "Closing")  shall take place at the  offices of Kane,  Russell,
Coleman & Logan,  P.C.,  1601 Elm Street,  Suite 3700,  Dallas,  Texas 75201, at
10:00 a.m. on March 28, 2005,  or at such time and in such manner as the parties
mutually agree (the "Closing Date").

            (b) Closing  Deliveries by the Company and the Shareholders.  At the
Closing,  the  Company  and the  Shareholders,  as the case may be,  shall  have
delivered  or caused to be delivered to Parent  and/or  Acquisition  Co., as the
case may be:

                  (i) the Certificate of Merger, duly executed by the Company;

                  (ii) the Non-Competition and Non-Solicitation Agreement by and
between  Parent  and  each of the  Shareholders,  substantially  in the  form of
Exhibit D (the "Non-Competition Agreement"), duly executed by such parties;

                  (iii) an  Employment  Agreement  by and between the  Surviving
Corporation and each of the Shareholders  substantially in the form of Exhibit E
(the "Employment Agreement") duly executed by each Shareholder;

                  (iv)  a   certificate   of  the   Secretary   of  the  Company
substantially  in the form of Exhibit F attached  hereto,  certifying  as of the
Closing Date (A) a true and complete copy of the organizational documents of the
Company certified as of a recent date by the Secretary of State of Delaware, (B)
a  certificate  of each  appropriate  Secretary  of  State  certifying  the good
standing of the Company in its state of incorporation and all states in which it
is qualified to do business,  (C) a true and complete copy of the resolutions of
the board of directors of the Company and the resolutions of the Shareholders of
the Company,  each  authorizing the execution,  delivery and performance of this
Agreement by the Company and the consummation of the  transactions  contemplated
hereby and (D) incumbency matters;

                  (v) [Intentionally Deleted]

                  (vi) a Release by each of the  Shareholders,  substantially in
the form of Exhibit G attached  hereto (the  "Release"),  duly  executed by each
Shareholder;

                  (vii)  a  resignation  letter  of  each  of the  officers  and
directors of the Company, dated effective as of the Closing;

                  (viii) a Building  Lease  relating to the premises  from which
the  Business of the  Company is  currently  operated,  such lease to be in form
satisfactory to the Parent and the Shareholders  (the  "Facilities  Lease") duly
executed by the owner of such premises.

                  (ix) an opinion of Dykema Gossett PLLC, counsel to the Company
addressing  the matters set forth in Section 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6, in
a form satisfactory to Parent;


                                      -14-
<PAGE>
                                                                   Exhibit 10.31

                  (x) a listing  of the amount of Stock  Consideration  and Cash
Consideration  to be paid at the  Closing to each  Person  entitled to receive a
portion thereof pursuant to the terms hereof;

                  (xi)  documents,  instruments  and  releases  relating  to the
retirement, pay-off and release of all loan obligations, security agreements and
financing statements binding on, or filed against, the Company or HIP, LLC along
with an authorization  from each Shareholder to pay such amounts and deduct from
the Cash Consideration due to Shareholders the amount thereof;

                  (xii) such  documents  and  instruments  as may be required by
Parent's secured lender;

                  (xiii) an  amendment  with Ladder  Company 3, LLC, in form and
substance  satisfactory  to Parent,  duly  executed by all  appropriate  parties
thereto (the "Ladder Amendment")

                  (xiv) such other  documents as Parent may  reasonably  request
for  the  purpose  of  facilitating   the   consummation  of  the   Contemplated
Transactions.

            (c) Closing  Deliveries  By Parent.  At the Closing,  Parent  and/or
Acquisition  Co.,  as the case may be,  shall  have  delivered  or  caused to be
delivered to the Company and/or the Company Shareholders, as the case may be:

                  (i) the Non-Competition Agreement, duly executed by Parent;

                  (ii) an Employment  Agreement with each of the Shareholders on
terms  satisfactory  to the Parent and such  Shareholders  duly executed by each
Shareholder;

                  (iii) a certificate  of the Secretary of Parent  substantially
in the form of Exhibit H attached hereto,  certifying as of the Closing Date (A)
a true and complete copy of the organizational  documents of Parent certified as
of a recent date by the Secretary of State of Delaware,  (B) a true and complete
copy of the  resolutions  of the board of  directors of Parent  authorizing  the
execution,  delivery  and  performance  of  this  Agreement  by  Parent  and the
consummation of the transactions contemplated hereby and (C) incumbency matters;

                  (iv) the  Facilities  Lease  duly  executed  by the  Surviving
Corporation; and

                  (v) the Stock  Consideration  and Cash  Consideration for each
Shareholder.

      2.11 EXEMPTION FROM REGISTRATION.  The issuance of the Parent Common Stock
issuable as Stock Consideration will be exempt from registration requirements of
the Securities Act pursuant to the private placement  exemption provided by Rule
505 and/or 506 of  Regulation  D  promulgated  under the  Securities  Act and/or
Section 4(2) of the Securities Act, and applicable state securities laws.


                                      -15-
<PAGE>
                                                                   Exhibit 10.31

      2.12 NO SHAREHOLDER REPRESENTATIVE.  The Shareholders have not appointed a
shareholder   representative   and  desire  that  Parent  and/or  the  Surviving
Corporation obtain approval of both Shareholders relating to any matters arising
under this  Agreement.  The  Shareholders  agree that  Parent and the  Surviving
Corporation   shall  not  incur  any  additional   liability  due  to  both  the
Shareholders not approving any matter or resolution thereof under this Agreement
and shall not be obligated  to act in any way under the terms of this  Agreement
without such approval from both such Shareholders.

      2.13 POST-CLOSING  MATTERS. The Shareholders and the Surviving Corporation
acknowledge that such parties will negotiate in good faith following the Closing
the  resolution  of the  following:  (i) the  issuance  of a  separate  class of
membership  interest  in Ladder  Company  3, LLC to  transfer  certain  Michigan
business  tax credits to the  Surviving  Corporation  and (ii)  certain  prepaid
insurance  amounts to be paid to the  Shareholders.  Additionally,  the  parties
recognize that the Parent will issue to the Shareholders, pro rata an additional
2,108 shares of Parent Common Stock.


                                   ARTICLE 3.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                                 OF THE COMPANY
                                 --------------

      The Company and each of the Shareholders, jointly and severally, represent
and  warrant to Parent and  Acquisition  Co. as of the date hereof and as of the
Closing Date, except as set forth on the Company  Disclosure  Schedule furnished
to Parent  specifically  identifying the relevant  subparagraph hereof (provided
that the mere inclusion of an item in the Company Disclosure  Schedule shall not
be deemed an  admission  that such  disclosure  is required  to be made),  which
exceptions  shall be  deemed to be  representations  and  warranties  as if made
hereunder, as follows:

      3.1  ORGANIZATION  OF THE  COMPANY.  The  Company  is a  corporation  duly
organized, validly existing, and in good standing under the laws of the State of
Delaware.  The Company is duly  authorized  to conduct  business  and is in good
standing in each  jurisdiction  where such  qualification is required except for
any  jurisdiction  where failure so to qualify would not have a Material Adverse
Effect  upon the  Company and its  subsidiaries.  The Company has all  requisite
power and authority, and holds all Permits and authorizations necessary to carry
on its business and to own and use the Assets and  Properties  owned and used by
the Company except where the failure to have such power and authority or to hold
such Permit or  authorization  would not have a Material  Adverse  Effect on the
Company.  The Company has delivered to Parent correct and complete copies of its
charter documents and organizational documents, each as amended to date.

      3.2 ORGANIZATION OF HIP, LLC. HIP, LLC is a limited liability company duly
organized, validly existing, and in good standing under the laws of the State of
Michigan.  HIP,  LLC is  duly  authorized  to  conduct  business  and is in good
standing in each  jurisdiction  where such  qualification is required except for
any  jurisdiction  where failure so to qualify would not have a Material Adverse
Effect upon HIP, LLC and its subsidiaries.  HIP, LLC has all requisite power and
authority,  and holds all Permits and  authorizations  necessary to carry on its
business and to own and use the Assets and Properties owned and used by HIP, LLC
except where the failure to have such power and authority or to hold such Permit


                                      -16-
<PAGE>
                                                                   Exhibit 10.31

or authorization  would not have a Material Adverse Effect on HIP, LLC. HIP, LLC
has delivered to Parent correct and complete copies of its charter documents and
organizational documents, each as amended to date.

      3.3 CAPITAL STOCK OF THE COMPANY.

            (a) The  authorized  capital  stock of the  Company  consists of (i)
1,000 shares of common stock, no par value per share  ("Company  Common Stock"),
of which 1,000 shares are issued and outstanding as of the date hereof;  (ii) no
shares of  capital  stock of the  Company  in  treasury;  and (iii) no shares of
preferred stock.  Each share of the issued and outstanding  capital stock of the
Company is duly authorized, validly issued, fully paid and nonassessable.

            (b)  There  are  no   subscriptions,   options,   warrants,   calls,
commitments and other rights of any kind for the purchase or acquisition of, and
any  securities  convertible  or  exchangeable  for,  any  capital  stock of the
Company.

            (c) There are no  agreements  to which the  Company is a party or by
which it is bound  with  respect  to the  voting  (including  voting  trusts  or
proxies),  registration under the Securities Act, or sale or transfer (including
agreements  relating to pre-emptive  rights,  rights of first  refusal,  co-sale
rights  or  "drag-along"  rights)  of  any  securities  of the  Company.  To the
Knowledge of the Company,  there are no agreements among other parties, to which
the  Company  is not a party and by which it is not bound,  with  respect to the
voting  (including  voting  trusts or proxies)  or sale or  transfer  (including
agreements  relating to rights of first refusal,  co-sale rights or "drag-along"
rights) of any securities of the Company.

      3.4 OWNERSHIP OF SHARES. Each of the Shareholders owns beneficially and of
record  that  number of shares of Company  Common  Stock  listed  opposite  such
Shareholder's  name in Section 3.4(a) of the Company Disclosure  Schedule,  free
and clear of all Encumbrances,  and has good and valid title to such shares. The
delivery of the stock  certificate(s)  representing the Outstanding Common Stock
in the manner provided in Section 2.8 will transfer to the Parent good and valid
title thereto free and clear of all Encumbrances.

      3.5 OWNERSHIP OF HIP, LLC.

            (a)  The  Company  owns  all  of the  membership  and  other  equity
interests of HIP, LLC, free and clear of all Encumbrances.

            (b)  There  are  no   subscriptions,   options,   warrants,   calls,
commitments and other rights of any kind for the purchase or acquisition of, and
any securities  convertible  or  exchangeable  for, any membership  interests or
other equity in HIP, LLC.

      3.6  AUTHORITY OF THE  COMPANY.  The Company has all  necessary  power and
authority and has taken all action  necessary to enter into this  Agreement,  to
consummate the transactions  contemplated  hereby and to perform its obligations
hereunder and no other  proceedings  on the part of the Company are necessary to
authorize this Agreement or to consummate the transactions  contemplated hereby.
This  Agreement has been duly and validly  executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms except (i) as limited by


                                      -17-
<PAGE>
                                                                   Exhibit 10.31

applicable bankruptcy, insolvency, reorganization,  moratorium and other laws of
general  application  affecting  enforcement of creditors'  rights generally and
(ii) as limited by laws relating to the  availability  of specific  performance,
injunctive relief or other equitable remedies.

      3.7 INTENTIONALLY DELETED.

      3.8 NO  AFFILIATES.  Except as set  forth in  Section  3.8 of the  Company
Disclosure  Schedule,  the Company does not have any Affiliates or  subsidiaries
other than HIP,  LLC and is not a partner in any  partnership  or a party to any
joint venture.

      3.9 NO  CONFLICTS.  The  execution  and  delivery  by the  Company of this
Agreement does not, and the performance by the Company of its obligations  under
this Agreement and the consummation of the transactions contemplated hereby will
not:

            (a)  conflict  with or result in a violation or breach of any of the
terms,  conditions  or  provisions  of the  charter  documents,  bylaws or other
organizational documents of the Company or HIP, LLC;

            (b) to the  Knowledge of the Company,  conflict  with or result in a
violation or breach of, or give any  Governmental  or  Regulatory  Authority the
right to revoke, withdraw,  suspend,  cancel,  termination or modify any term or
provision of any law, Order, Permit,  statute,  rule or regulation applicable to
the Company,  the Business of the Company or Assets or Properties of the Company
or HIP, LLC;

            (c) result in a breach  of, or default  under (or give rise to right
of termination,  modification,  cancellation or  acceleration)  under any of the
terms,  conditions or provisions of any Material  Contract (as defined below) to
which the Company or HIP,  LLC any of its Assets and  Properties  or the Company
Common Stock may be bound,  except for such breaches or defaults as set forth in
Section 3.9(c) of the Company Disclosure  Schedule as to which requisite waivers
or consents will have been obtained by the Closing Date;

            (d) cause any of the Assets or Properties of the Company or HIP, LLC
to be  reassessed  or revalued by any taxing  authority or any  Governmental  or
Regulatory Authority;

            (e) result in an imposition or creation of any Encumbrance or Tax on
the business or Assets or Properties of the Company or the Company Common Stock.

      3.10 CONSENTS AND GOVERNMENTAL APPROVALS AND FILINGS. No consent, approval
or action of, filing with or notice to any Governmental or Regulatory  Authority
on the part of the  Company  or HIP,  LLC is  required  in  connection  with the
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby.

      3.11 BOOKS AND RECORDS.  The minute books and other  corporate  records of
the Company and HIP, LLC as made available to Parent contain a true and complete
record of all actions taken at all meetings and by all written  consents in lieu
of meetings of the  Shareholders,  the boards of directors and committees of the
boards of directors of the Company and the Members and Managers of HIP, LLC. The
stock  transfer  ledgers and other  similar  records of the  Company  accurately
reflect all issuances and record  transfers in the capital stock of the Company.


                                      -18-
<PAGE>
                                                                   Exhibit 10.31

The equity  transfer  ledgers and other similar  records of HIP, LLC  accurately
reflect all issuances and record  transfers in the membership  interests of HIP,
LLC. The other Books and Records of the Company and HIP,  LLC are true,  correct
and complete,  represent bonafide business transactions and have been maintained
in accordance  with sound business  practices,  including the  maintenance of an
adequate system of internal controls.

      3.12 COMPANY FINANCIAL STATEMENTS. The Company has previously delivered to
Parent the Company Financial  Statements.  Such Company Financial Statements (i)
are true,  correct and complete,  (ii) have been prepared derived from the Books
and Records of the Company,  (iii) have been prepared in conformity with GAAP in
all material  respects,  and (iv) fairly  present the  financial  condition  and
results of operations of HIP, LLC as of the respective dates thereof and for the
periods  covered  thereby;  provided that the Interim  Financial  Statements are
subject to normal  year-end  adjustments  and  accruals and lack  footnotes  and
certain other presentation items.

      3.13  ABSENCE OF CHANGES.  Except for the  execution  and delivery of this
Agreement and the  transactions to take place pursuant hereto on or prior to the
Closing Date,  since  December 31, 2004 there has not been any material  adverse
change, or any event or development  which,  individually or together with other
such events, could reasonably be expected to result in a Material Adverse Effect
on the Company and HIP, LLC.

      3.14 NO  UNDISCLOSED  LIABILITIES.  Except as disclosed in Section 3.14 of
the Company Disclosure Schedule or in the Company Financial  Statements,  to the
Knowledge of the Company,  there are no  liabilities,  whether known or unknown,
whether asserted or unasserted,  whether absolute or contingent, whether accrued
or unaccrued,  whether liquidated or unliquidated,  and whether due or to become
due,  whether or not of a kind  required  by GAAP to be set forth on a financial
statement or on the notes  thereto,  including  but not limited to any liability
for Taxes (the  "Liabilities"),  nor any basis for any claim against the Company
or HIP, LLC for any such Liabilities relating to or affecting the Company,  HIP,
LLC or any of their Assets and Properties,  other than such Liabilities incurred
after  December 31, 2004 in the Ordinary  Course of Business which have not had,
and could not  reasonably  be  expected  to result  in,  individually  or in the
aggregate,  a  Material  Adverse  Effect on the  Company  and HIP,  LLC.  To the
Knowledge  of  the  Company  there  is  no  circumstance,  condition,  event  or
arrangement that may hereafter give rise to any Liabilities of the Company, HIP,
LLC or any successor to its business  except in the Ordinary  Course of Business
or is otherwise set forth on in Section 3.14 of the Company Disclosure Schedule.

      3.15 TANGIBLE PERSONAL PROPERTY. The Company and HIP, LLC, as appropriate,
are in possession  of and have good and valid title to, or have valid  leasehold
interests  in or valid  rights  under  written  agreements  to use, all tangible
personal property, equipment, plants, buildings, structures,  facilities and all
other Assets and Properties  used in or reasonably  necessary for the conduct of
the Business of the Company,  including all tangible personal property reflected
on the Company Financial  Statements and any tangible personal property acquired
since that date other than property  disposed of since such date in the Ordinary
Course of  Business  of the Company and HIP,  LLC.  All such  tangible  personal
property,  equipment,  plants, buildings,  structures,  facilities and all other
assets  and  properties  are listed in Section  3.15 of the  Company  Disclosure


                                      -19-
<PAGE>
                                                                   Exhibit 10.31

Schedule  and are  free and  clear of all  Encumbrances,  other  than  Permitted
Encumbrances  which have not had a Material  Adverse  Effect on the  Company and
HIP, LLC.

      3.16 BENEFIT PLANS; ERISA.

            (a) Section  3.16(a) of the Company  Disclosure  Schedule lists each
Benefit Plan together with a brief  description  of the type of plan and benefit
provided  thereunder.  Neither  the  Company  nor HIP,  LLC has any  commitment,
proposal,  or communication to employees regarding the creation of an additional
Plan or any  increase  in  benefits  under any  Benefit  Plan.  The  Company has
provided to Parent (i) a copy of each Benefit Plan (including  amendments) and a
list of persons  participating in such  arrangement,  (ii) the three most recent
annual  reports on the Form 5500 series for each Benefit  Plan  required to file
such report and (iii) the most recent  trustee's  report for each  Benefit  Plan
funded through a trust.

            (b) Neither the Company, HIP, LLC, an ERISA Affiliate or predecessor
thereof has ever  maintained,  contributed to or been obligated to contribute to
any Defined Benefit Plan or multiemployer plan (as defined in Section (3)(37) or
4001(a)(3)  of ERISA) and no condition  exists that  presents a material risk to
the Company, HIP, LLC or an ERISA Affiliate of incurring a liability under Title
IV of ERISA.

            (c) Each Benefit  Plan has been  operated  and  administered  in all
material respects in accordance with its terms and, as of the Closing Date, will
be in  compliance  in all material  respects,  in form and  operation,  with all
applicable laws (including but not limited to ERISA and the Code).  The reserves
reflected in the Company Financial Statements for the obligations of the Company
or HIP,  LLC, as  appropriate,  under all Benefit  Plans are  adequate  and were
determined in accordance with GAAP.

            (d) Each Qualified Plan has received a determination letter from the
Internal  Revenue  Service  confirming that it qualifies under Section 401(a) of
the Code and nothing has occurred  since the issuance of that letter which would
adversely affect such qualified status or the plan sponsor's  ability to rely on
such determination letter.

            (e) No Benefit Plan provides benefits,  including without limitation
death or medical benefits  (whether or not insured),  with respect to current or
former  employees of the Company,  HIP, LLC or any ERISA Affiliate  beyond their
termination of service (other than (i) coverage mandated by applicable law, (ii)
benefits under a Qualified Plan, (iii) deferred compensation benefits accrued as
liabilities on the books of the Company, HIP, LLC or any ERISA Affiliate or (iv)
benefits  the full cost of which is borne by any current or former  employee (or
his or her beneficiary)).

            (f)  The  consummation  of the  transactions  contemplated  by  this
Agreement  will not,  either  immediately  or upon the  occurrence  of any event
thereafter,  (i)  entitle any current or former  employee,  manager,  officer or
director of the  Company,  HIP, LLC or any ERISA  Affiliate  to  severance  pay,
unemployment  compensation or any other payment,  or (ii) accelerate the time of
payment or vesting,  or increase the amount of  compensation  otherwise  due any
such individual.


                                      -20-
<PAGE>
                                                                   Exhibit 10.31

            (g)  There  are no  pending  or, to the  Knowledge  of the  Company,
anticipated  or  threatened  claims by or on behalf of any Benefit  Plan, by any
employee or  beneficiary  covered  under any such  Benefit  Plan,  or  otherwise
involving any such Benefit Plan (other than routine claims for benefits).

      3.17  REAL  PROPERTY.  Neither  the  Company  nor  HIP,  LLC own any  real
property.  Section 3.17 of the Company  Disclosure  Schedule contains a complete
and accurate  legal  description  of each parcel of real property  leased by the
Company,  HIP,  LLC  (as  lessee  or  lessor)  (the  "Real  Property")  and  all
Encumbrances  (other than Permitted  Encumbrances)  relating to or affecting the
Real Property.  The Company or HIP, LLC, as appropriate,  have a valid leasehold
interest  in all  real  property  used  in or  relating  to the  conduct  of the
Company's or HIP, LLC's business,  free and clear of all Encumbrances other than
Permitted  Encumbrances.  The  Company  and HIP,  LLC have rights of ingress and
egress  with  respect  to the  Real  Property,  and all  buildings,  structures,
facilities,  fixtures and other improvements  thereon material for the operation
of the Business of the Company.  Each lease with respect to the Real Property is
a legal, valid and binding agreement of the Company or HIP, LLC, as appropriate,
subsisting in full force and effect  enforceable  in accordance  with its terms,
all  payments  due and owing prior to the Closing Date have been made and except
as set forth in Section 3.17 of the Company  Disclosure  Schedule,  there is no,
and neither the Company nor HIP, LLC has received notice of any, default (or any
condition  or  event  which,  after  notice  or  lapse  of time or  both,  would
constitute a default) thereunder.

      3.18 PROPRIETARY INFORMATION OF THIRD PARTIES. No third party has provided
any oral or written  notice  claiming or, to the  Knowledge of the Company,  has
reason to claim that any Person  employed by or  affiliated  with the Company or
HIP,  LLC in  connection  with and during the  operation  of the Business of the
Company has (i) violated or may be violating  any of the terms or  conditions of
such Person's employment,  non-competition or non-disclosure agreement with such
third party, (ii) disclosed or may be disclosing or utilized or may be utilizing
any  proprietary  information  or  documentation  of such third party,  or (iii)
interfered or may be  interfering in the  employment  relationship  between such
third  party and any of its  present  or former  employees.  No third  party has
requested  information  from the  Company  or HIP,  LLC which  relates to such a
claim. To the Knowledge of the Company, no Person employed by or affiliated with
the Company or HIP,  LLC in  connection  with and during the  Company's  or HIP,
LLC's ownership and operation of its business has employed or proposes to employ
any trade secret or any information or  documentation  proprietary to any former
employer and no Person  employed by or affiliated with the Company in connection
with and during the  Company's  or HIP,  LLC's  ownership  and  operation of its
business has violated any confidential  relationship  which such Person may have
had with any third party in connection  with the sale of any service or proposed
service of the Company or HIP, LLC, and, to the Knowledge of the Company,  there
is no reason to believe there will be any such employment or violation.

      3.19 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS.

            (a) Except as set forth in Section 3.19(a) of the Company Disclosure
Schedule:


                                      -21-
<PAGE>
                                                                   Exhibit 10.31

                  (i) the Company is in compliance in all material respects with
each Legal  Requirement  that is or was  applicable  to it or to the  conduct or
operation of the  Business of the Company or the  ownership or use of any of its
Assets and Properties;

                  (ii) HIP, LLC is in compliance  in all material  respects with
each Legal  Requirement  that is or was  applicable  to it or to the  conduct or
operation of the  Business of the Company or the  ownership or use of any of its
Assets and Properties;

                  (iii) no event has occurred or circumstance  exists that (with
or without  notice or lapse of time) (A) may constitute or result in a violation
by the Company or HIP, LLC of, or failure on the part of the Company or HIP, LLC
to comply with, any Legal Requirement, or (B) may give rise to any obligation on
the part of the Company or HIP, LLC to undertake,  or to bear all or any portion
of the cost of, any remedial action of any nature; and

                  (iv)  neither the Company nor HIP, LLC has received any notice
or other  communication  (whether  oral or  written)  from any  Governmental  or
Regulatory  Authority or any other  Person  regarding  (A) any actual,  alleged,
possible,  or  potential  violation  of, or  failure to comply  with,  any Legal
Requirement,  or (B) any actual,  alleged,  possible, or potential obligation on
the part of the Company or HIP, LLC to undertake,  or to bear all or any portion
of the cost of, any remedial action of any nature.

            (b) Section 3.19(b) of the Company  Disclosure  Schedule  contains a
complete and accurate list of each material  Governmental  Authorization that is
held by the Company or HIP, LLC or that otherwise relates to the Business of the
Company,  or to any of the Assets and Properties owned or used by the Company or
HIP, LLC.  Each  Governmental  Authorization  listed or required to be listed in
Section 3.19(b) of the Company Disclosure Schedule is valid and is in full force
and effect.  Except as set forth on Section  3.19(b) of the  Company  Disclosure
Schedule:

                  (i) each of the Company and HIP, LLC is in  compliance  in all
material  respects with all of the terms and  requirements of each  Governmental
Authorization  identified or required to be identified in Section 3.19(b) of the
Company Disclosure Schedule;

                  (ii) no event has  occurred  or  circumstance  exists that may
(with or without notice or lapse of time) (A)  constitute or result  directly or
indirectly in a violation of or a failure to comply with any term or requirement
of any  Governmental  Authorization  listed or  required to be listed in Section
3.19(b) of the Company Disclosure Schedule, or (B) result directly or indirectly
in the revocation, withdrawal,  suspension,  cancellation, or termination of, or
any  modification to, any  Governmental  Authorization  listed or required to be
listed in Section 3.19(b) of the Company Disclosure Schedule;

                  (iii)  neither  the  Company nor HIP,  LLC have  received  any
notice or other communication (whether oral or written) from any Governmental or
Regulatory  Authority or any other  Person  regarding  (A) any actual,  alleged,
possible,  or  potential  violation  of or  failure  to comply  with any term or
requirement  of any  Governmental  Authorization,  or (B) any actual,  proposed,
possible,  or  potential  revocation,  withdrawal,   suspension,   cancellation,
termination of, or modification to any Governmental Authorization; and


                                      -22-
<PAGE>
                                                                   Exhibit 10.31

                  (iv) all  applications  required  to have  been  filed for the
renewal of the  Governmental  Authorizations  listed or required to be listed in
Section  3.19(b) of the Company  Disclosure  Schedule  have been duly filed on a
timely basis with the appropriate  Governmental or Regulatory Authority, and all
other  filings  required  to have been made with  respect  to such  Governmental
Authorizations  have  been  duly  made on a timely  basis  with the  appropriate
Governmental or Regulatory Authority.


      The Governmental  Authorizations  listed in Section 3.19(b) of the Company
Disclosure   Schedule   collectively   constitute   all  of   the   Governmental
Authorizations  necessary  to permit the  Company  and HIP,  LLC (i) to lawfully
conduct  and operate  the  Business of the Company in the manner they  currently
conduct  and  operate  such  business  and (ii) to own and use their  Assets and
Properties  in the manner in which they  currently  own and use such  Assets and
Properties.

      3.20 LEGAL PROCEEDINGS; ORDERS.

            (a) Except as set forth in Section 3.20(a) of the Company Disclosure
Schedule, there is no pending Proceeding:

                  (i) that has been  commenced by or against the Company or HIP,
LLC; or

                  (ii)  that  challenges,   or  that  may  have  the  effect  of
preventing,  delaying, making illegal, or otherwise interfering with, any of the
Contemplated Transactions.


      To the  Knowledge  of  the  Company,  (1)  no  such  Proceeding  has  been
Threatened,  and (2) no event has occurred or circumstance  exists that may give
rise to or serve as a basis for the  commencement  of any such  Proceeding.  The
Company has delivered to Parent  copies of all  pleadings,  correspondence,  and
other  documents  relating to each  Proceeding  listed in Section 3.20(a) of the
Company  Disclosure  Schedule.  The Proceedings listed in Section 3.20(a) of the
Company  Disclosure  Schedule  will not have a  Material  Adverse  Effect on the
Company or HIP, LLC.

            (b) Except as set forth in Section 3.20(b) of the Company Disclosure
Schedule:

                  (i) neither  the Company nor HIP,  LLC is subject to any Order
that relates to the  Business of the Company or any of the Assets or  Properties
owned or used by the Company or HIP, LLC; and

                  (ii) to the  Knowledge of the Company,  no officer,  director,
agent, or employee of the Company or member, manager, officer, agent or employee
of HIP,  LLC is subject  to any Order that  prohibits  such  officer,  director,
agent,  or employee  from engaging in or continuing  any conduct,  activity,  or
practice relating to the Business of the Company.

            (c) Except as set forth in Section 3.20(c) of the Company Disclosure
Schedule:


                                      -23-
<PAGE>
                                                                   Exhibit 10.31

                  (i) each of the Company and HIP,  LLC, as  appropriate,  is in
compliance in all material  respects with all of the terms and  requirements  of
each  Order to which it, or any of the  Assets  or  Properties  owned or used by
either of them, is or has been subject; and

                  (ii) no event has  occurred  or  circumstance  exists that may
constitute or result in (with or without notice or lapse of time) a violation of
or  failure  to comply  with any term or  requirement  of any Order to which the
Company or HIP,  LLC,  or any of the Assets or  Properties  owned or used by the
Company or HIP, LLC, is subject; and

                  (iii) neither the Company nor HIP, LLC has received any notice
or other  communication  (whether  oral or  written)  from any  Governmental  or
Regulatory  Authority  or  any  other  Person  regarding  any  actual,  alleged,
possible,  or potential  violation  of, or failure to comply  with,  any term or
requirement  of any Order to which the Company or HIP, LLC, or any of the Assets
or Properties owned or used by the Company or HIP, LLC, is or has been subject.

      3.21 CONTRACTS.

            (a) Section 3.21 of the Company Disclosure  Schedule contains a true
and  complete  list of each of the  following  contracts,  agreements  or  other
arrangements  to which  the  Company  or HIP,  LLC is a party or by which any of
their  Assets and  Properties  is bound  (and,  to the extent  oral,  accurately
describes the terms of such contracts, agreements and arrangements):

                  (i) All Contracts  for the  provisions of goods or services of
the  Company or HIP,  LLC which  involve  the  receipt of an amount in excess of
$50,000 during any calendar year;

                  (ii) all collective bargaining or similar labor agreements;

                  (iii)  all  Contracts  for  the  employment  of  any  officer,
employee,  manager  or  other  Person  or  entity  on a full  time,  part  time,
consulting or other basis and all independent contractor agreements;

                  (iv) all loan  agreements,  indentures,  debentures,  notes or
letters of credit relating to the borrowing of money or to mortgaging,  pledging
or otherwise placing a lien on any material asset or material group of assets of
the Company or HIP, LLC;

                  (v)  each  written  warranty,   guaranty,   or  other  similar
undertaking with respect to contractual  performance  extended by the Company or
HIP, LLC;

                  (vi) all leases or agreements  under which the Company or HIP,
LLC is lessee  or  lessor  of, or holds,  or  operates,  any  property,  real or
personal, owned by any other party;

                  (vii) all commitments,  contracts,  sales contracts,  purchase
orders,  mortgage agreements or groups of related agreements with the same party
or any group or affiliated  parties  which require or may in the future  require
payment of any  consideration  by the  Company  or HIP,  LLC which  involve  the
payment of an amount in excess of $25,000 during any calendar year;


                                      -24-
<PAGE>
                                                                   Exhibit 10.31

                  (viii) all license  agreements (other than  "off-the-shelf" or
shrink wrap license agreements), distribution agreements or any other agreements
involving any of the Intellectual Property of the Company or HIP, LLC, including
agreements  with  current  and  former  employees,  consultants  or  contractors
regarding  the  appropriation  or the  non-disclosure  of any such  Intellectual
Property;

                  (ix)  each  joint  venture   partnership  and  other  Contract
(however named) involving a sharing of profits,  losses, costs or liabilities by
the Company or HIP, LLC with any other Person;

                  (x) any  Contract  for  payments  to or by any  Person  by the
Company or HIP,  LLC based on sales,  purchases  or  profits,  other than direct
payments for goods or services;

                  (xi) each power of attorney  that is currently  effective  and
outstanding;

                  (xii) each  Contract  entered  into other than in the Ordinary
Course of Business that contains or provides for an express  undertaking  by the
Company or HIP, LLC to be responsible for consequential damages;

                  (xiii) each  Contract  for capital  expenditures  in excess of
$10,000;

                  (xiv) all  subscription  or other  agreements  related  to the
equity ownership of the Company or HIP, LLC;

                  (xv) all Contracts or commitments that in any way restrict the
Company from carrying on the Business of the Company anywhere in the world;

                  (xvi) all other  Contracts and agreements that (A) involve the
payment or  potential  payment in excess of $25,000  during any  calendar  year,
pursuant to the terms of any such Contract or agreement,  by the Company or HIP,
LLC  and (B)  cannot  be  terminated  within  30 days  after  giving  notice  of
termination without resulting in any cost or penalty to the Company or HIP, LLC;

                  (xvii) all contracts or  commitments  that in any way grants a
third  party a right of first  refusal  for the  purchase  of any portion of the
Company or HIP, LLC or any of their Assets or Properties; and

                  (xviii) each amendment,  supplement, and modification (whether
oral or written) in respect to any of the foregoing.

            (b) A correct and complete  copy of each  Contract  disclosed in the
Company  Disclosure  Schedule (the  "Material  Contracts")  has been  previously
provided  to  Parent.  Each  Material  Contract  is in full force and effect and
constitutes a legal, valid and binding agreement, enforceable in accordance with
its  terms  (except  (i)  as  limited  by  applicable  bankruptcy,   insolvency,
reorganization,  moratorium  and other  laws of  general  application  affecting
enforcement of creditors'  rights generally and (ii) as limited by laws relating
to  the  availability  of  specific  performance,  injunctive  relief  or  other
equitable  remedies),  of the Company or HIP,  LLC, as  appropriate,  and to the
Knowledge of the Company,  the other  parties  thereto;  and the Company or HIP,


                                      -25-
<PAGE>
                                                                   Exhibit 10.31

LLC, as  appropriate,  have  performed  in all  material  respects  all of their
required  obligations  under,  and are not in  violation or breach of or default
under, any such Material  Contract.  To the Knowledge of the Company,  the other
parties to any such  Material  Contracts  are not in  violation  or breach of or
default under any such Material Contract.  To the Knowledge of the Company, none
of the present or former employees,  officers,  directors or Shareholders of the
Company or the  present or former  employees,  officers,  managers or members of
HIP, LLC is a party to any oral or written contract or agreement prohibiting any
of them from freely  competing with other parties or engaging in the Business of
the Company as now operated.  No event has occurred or circumstance  exists that
(with or without notice or the lapse of time) may contravene,  conflict with, or
result in a violation or breach of, or give the  Company,  HIP, LLC or any other
Person the right to  declare a default  or  exercise  any  remedy  under,  or to
accelerate the maturity or performance of, or to cancel, termination, or modify,
any Material Contract. Neither the Company nor HIP, LLC has given to or received
from any  other  Person  any  notice  or other  communication  (whether  oral or
written)  regarding any actual,  alleged,  possible,  or potential  violation or
breach of, or default under any Material  Contract.  There are no renegotiations
of, attempts to renegotiate or outstanding  rights to renegotiate any provisions
of any  Material  Contract of the Company or HIP,  LLC  relating to any material
amounts  paid or payable to the  Company or HIP,  LLC under  current or complete
Contract  with any Person and, to the  Knowledge of the Company,  no such Person
has made written demand for such renegotiation.  The Material Contracts relating
to the sale of services of the Company or HIP, LLC have been entered into in the
Ordinary Course of Business and have been entered into without the commission of
any act alone or in concert with any other Person, or any  consideration  having
been paid or promised, that would be in violation of any Legal Requirement.

      3.22 INTENTIONALLY DELETED.

      3.23 ACCOUNTS PAYABLE. Set forth in Section 3.23 of the Company Disclosure
Schedule is a complete and accurate list of all accounts  payable or the Company
or HIP, LLC as of March 10, 2005  (collectively,  the "Accounts  Payable") which
represent  or will  represent  the only  obligations  of the Company or HIP, LLC
arising from purchases actually made,  services actually received or obligations
otherwise incurred by the Company or HIP, LLC through the Closing Date.

      3.24 EQUIPMENT.  All tangible  personal property and equipment used by the
Company  or  HIP,  LLC in  the  conduct  of the  Business  of  the  Company  are
structurally  sound with no known  material  defects  and are in good  operating
condition  and  repair  (subject  to normal  wear and tear) so as to permit  the
operation of such  business as  presently  conducted,  and no such  equipment or
tangible  personal  property  is in need of  maintenance  or repairs  except for
ordinary,  routine  maintenance  and repairs which are not material in nature or
cost.

      3.25  INSURANCE.  Set  forth in  Section  3.25 of the  Company  Disclosure
Schedule is a complete  and accurate  list of all  primary,  excess and umbrella
policies,  bonds and other forms of insurance  currently  owned or held by or on
behalf of and/or providing  insurance  coverage to the Company or the Assets and
Properties  of the Company or HIP, LLC (or any of the  Company's  or HIP,  LLC's
directors,  officers,  salespersons,  managers,  members,  agents or employees),
including the following  information for each such policy:  type(s) of insurance
coverage  provided;  name  of  insurer;  effective  dates;  policy  number;  per


                                      -26-
<PAGE>
                                                                   Exhibit 10.31

occurrence and annual  aggregate  deductibles or  self-insured  retentions;  per
occurrence and annual aggregate  limits of liability and the extent,  if any, to
which the limits of liability have been exhausted. All policies set forth on the
Company  Disclosure  Schedule are in full force and effect,  and with respect to
such policies,  all premiums currently payable or previously due have been paid,
and no notice of  cancellation  or termination has been received with respect to
any such policy.

      3.26 TAX MATTERS.

            (a) Except as set forth in Section  3.26 of the  Company  Disclosure
Schedule,  all Tax  Returns  required to be filed by or on behalf of the Company
and HIP, LLC have been duly filed on a timely basis and to the  Knowledge of the
Company such Tax Returns are true, complete and correct.  Except as set forth in
Section 3.26 of the Company Disclosure  Schedule,  all Taxes shown to be payable
on the Tax Returns or on subsequent  assessments  with respect thereto have been
paid in full on a timely basis, and no other Taxes are payable by the Company or
HIP, LLC with respect to items or periods  covered by such Tax Returns  (whether
or not shown on or reportable on such Tax Returns) or with respect to any period
prior to Closing.  The Company and HIP, LLC, as  appropriate,  have withheld and
paid over all Taxes  required to have been withheld and paid over,  and complied
with all information  reporting and backup withholding  requirements,  including
maintenance of required records with respect thereto, in connection with amounts
paid or owing to any employee, creditor,  independent contractor, or other third
party.  There are no liens on any of the assets of the Company or HIP,  LLC with
respect to Taxes,  other than liens for Taxes not yet due and  payable.  Neither
the Company nor HIP, LLC is currently the  beneficiary  of any extension of time
within which to file any Tax Return.

            (b) Except as set forth in Section  3.26 of the  Company  Disclosure
Schedule,  the amount of the Company's or HIP, LLC's  liability for unpaid Taxes
for all periods ended on or before February 28, 2005 does not, in the aggregate,
exceed  the  amount of the  current  liability  accruals  for  Taxes  (excluding
reserves for deferred Taxes), reflected on the Company Financial Statements, and
except as  provided  in Section  3.26 of the Company  Disclosure  Schedule,  the
amount of the Company's or HIP, LLC's liability for unpaid Taxes for all periods
ending on or before the  Closing  Date shall not, in the  aggregate,  exceed the
amount of the current  liability  accruals  for Taxes  (excluding  reserves  for
deferred  Taxes),  as such  accruals  are  reflected  on the  Company  Financial
Statements,  as adjusted for operations and  transactions in the Ordinary Course
of Business since February 28, 2005 in accordance with past custom and practice.
There are no contracts,  agreements,  arrangements,  commitments or undertakings
relating  to any  prior  audit of the  Company  or HIP,  LLC,  and  there are no
contracts,  agreements,  arrangements,  commitments  or  undertakings  with  the
Internal Revenue Service or any other Governmental or Regulatory  Authority that
have or are  reasonably  likely to have a  material  and  adverse  impact on the
Company's or HIP,  LLC's Taxes that are not  reflected in the Company  Financial
Statements.

            (c) To the extent such documents exist, Parent has been furnished by
the Company  true and  complete  copies of (i)  relevant  portions of income tax
audit reports, statements of deficiencies,  closing or other agreements received
by the Company or on behalf of the Company or HIP,  LLC  relating to Taxes,  and
(ii) except as set forth in Section 3.26 of the Company Disclosure Schedule, all


                                      -27-
<PAGE>
                                                                   Exhibit 10.31

federal and state income or  franchise  tax returns for the Company and HIP, LLC
for all periods ending on and after December 31, 2001.

            (d) The Tax  Returns  of the  Company  and HIP,  LLC have never been
audited by a  Governmental  or  Regulatory  Authority,  nor is any such audit in
process,  pending or  threatened  (either in writing or  verbally,  formally  or
informally). To the Knowledge of the Company, and except as set forth in Section
3.26 of the Company  Disclosure  Schedule,  no  deficiencies  exist or have been
asserted (either in writing or verbally, formally or informally) or are expected
to be asserted with respect to Taxes of the Company or HIP, LLC, and neither the
Company  nor HIP,  LLC has  received  notice  (either in  writing  or  verbally,
formally or informally) or expects to receive notice that it has not filed a Tax
Return or paid Taxes required to be filed or paid by it. Neither the Company nor
HIP, LLC is a party to any action or proceeding  for assessment or collection of
Taxes,  nor has such event been  asserted  or  threatened  (either in writing or
verbally,  formally or informally) against the Company or HIP, LLC or any of its
assets.  No waiver or extension of any statute of  limitations is in effect with
respect to Taxes or Tax Returns of the Company or HIP, LLC. The Company and HIP,
LLC have  disclosed  on their  federal  income tax returns all  positions  taken
therein that could give rise to a substantial  understatement penalty within the
meaning of Section 6662 of the Code.

            (e) Neither the Company nor HIP,  LLC is or ever has been a party to
any Tax sharing  agreement  or Tax  indemnity  agreement  or has assumed the Tax
liability of any other Person under  contract.  Neither the Company nor HIP, LLC
is or has ever  been a  member  of an  affiliated  group  filing a  consolidated
federal  income  Tax  Return  and,  except as set forth in  Section  3.26 of the
Company Disclosure Schedule,  neither the Company nor HIP, LLC has any liability
for the Taxes of any individual or entity under Section 1.1502-6 of the Treasury
Regulations  (or any  similar  provision  of state,  local or foreign  law) as a
transferee or successor, by contract or otherwise.

            (f) The  Company  and HIP,  LLC do not have any  deferred  income or
gains  reportable  for Tax purposes in any period  ending after the Closing Date
but that is  attributable  to a transaction  occurring  in, or resulting  from a
change in accounting method for a period prior to the Closing Date.

            (g) The  Company's  and HIP,  LLC's  tax basis in their  assets  for
purposes  of  determining  their  future  amortization,  depreciation  and other
federal income tax  deductions is accurately  reflected on the Books and Records
provided to Parent.

            (h) All of the  Shareholders  are "United States Persons" within the
meaning of Section 7701(a)(30) of the Code.

      3.27 LABOR AND EMPLOYMENT  RELATIONS.  To the Knowledge of the Company, no
officer, executive or group of five or more employees of the Company or HIP, LLC
has or have any plans to terminate his, her or their employment with the Company
or HIP,  LLC.  Neither the  Company  nor HIP,  LLC is a party to or bound by any
collective   bargaining   agreement  with  any  labor  organization,   group  or
association covering any of their respective employees,  and to the Knowledge of
the  Company,  there are no attempts to organize  any of the  Company's  or HIP,
LLC's employees by any Person,  unit or group seeking to act as their bargaining
agent. The Company and HIP, LLC have complied in all material  respects with all


                                      -28-
<PAGE>
                                                                   Exhibit 10.31

applicable  laws  relating  to the  employment  of labor,  including  provisions
thereof relating to wages,  hours,  equal  opportunity,  collective  bargaining,
discrimination  against race, color, national origin,  religious creed, physical
or mental disability,  sex, age, ancestry, medical condition,  marital status or
sexual  orientation,  occupational  health and safety  and the  withholding  and
payment of social security and other Taxes.  Neither the Company nor HIP, LLC is
liable for the payment of any compensation,  damages, taxes, fines, penalties or
other  amounts,  however  designated,  for the failure to comply with any of the
foregoing Legal  Requirements.  To the Knowledge of the Company, no employees of
the Company or HIP, LLC are in violation of any term of any employment contract,
patent  disclosure  agreement,  non-competition  agreement,  or any  restrictive
covenant to a former  employer  relating to any such  employee to be employed by
the  Company or HIP,  LLC  because of the nature of the  business  conducted  or
presently  proposed to be  conducted  by the  Company or HIP,  LLC or the use of
trade secrets or proprietary  information of others. There are no pending or, to
the  Knowledge of the Company,  threatened  charges (by  employees,  independent
contractors,  their representatives or governmental authorities) of unfair labor
practices or of employment  discrimination  or of any other wrongful action with
respect to any aspect of employment of any Person employed or formerly  employed
by  the  Company  or  HIP,  LLC.  To the  Knowledge  of the  Company,  no  union
representation  elections relating to the Company's or HIP, LLC's employees have
been scheduled by any Governmental or Regulatory  Authority,  no  organizational
effort is being made with respect to any of such employees, and no investigation
of  the  Company's  or  HIP,  LLC's  employment  policies  or  practices  by any
Governmental  or  Regulatory  Authority  is pending or  threatened.  Neither the
Company nor HIP, LLC is currently,  nor in the past has been,  involved in labor
negotiations  with any unit or group seeking to become the  bargaining  unit for
any  employees  of the Company or HIP,  LLC. The Company and HIP, LLC have never
experienced  any work  stoppages  and to the  Knowledge of the Company,  no work
stoppage has been threatened or is planned.

      3.28 CERTAIN EMPLOYEES.  Except as set forth on Schedule 3.28, neither the
Company nor HIP, LLC has (i)  received  any notice from any such Person  whether
orally or in writing  that he or she will  cancel or  otherwise  terminate  such
Person's  employment or other  relationship with the Company or HIP, LLC or (ii)
committed to any wage, salary,  bonus or compensation  increase to any employee,
officer,  consultant,  contractor  or agent of the Company or HIP,  LLC. None of
such  Persons has an  employment  agreement  or  understanding,  whether oral or
written,  with the Company or HIP, LLC which is not  terminable  on no more than
ten (10) days notice by the Company or HIP, LLC without cost or other  liability
to the Company or HIP, LLC.

      3.29 ABSENCE OF CERTAIN DEVELOPMENTS. Since December 31, 2004, neither the
Company nor HIP, LLC has:

            (a) other than in connection  with the HIP  Transaction,  issued any
stock,  membership  interests  bonds or other  corporate  or  limited  liability
interests or securities or any right, options or warrants with respect thereto;

            (b) borrowed any amount,  obtained any letters of credit or incurred
or become subject to any liabilities in excess of $10,000 in the aggregate;


                                      -29-
<PAGE>
                                                                   Exhibit 10.31

            (c)  discharged  or satisfied  any lien or  Encumbrance  or paid any
obligation or  liability,  other than current  liabilities  paid in the Ordinary
Course of Business and other than current federal income Tax liabilities;

            (d) other than in connection with the HIP  Transaction,  declared or
made any payment or distribution of cash or other property to Shareholders  with
respect  to the  Company's  stock or the  members  with  respect  to HIP,  LLC's
membership interest, or purchased or redeemed any shares of its capital stock or
interests;

            (e)  mortgaged  or  pledged  any of its  Assets  or  Properties,  or
subjected them to any lien,  charge or any other  Encumbrance,  except liens for
current property Taxes not yet due and payable;

            (f) sold,  leased,  subleased,  assigned or  transferred  any of its
Assets or Properties,  except in the Ordinary  Course of Business,  or cancelled
any debts or claims;

            (g) made any  changes  in any  employee,  consultant  or  contractor
compensation,  severance or  termination  agreement,  commitment or  transaction
other than  routine  salary  increases  consistent  with past  practice or offer
employment to any individuals;

            (h) entered into any material  transaction  or modified any existing
transaction (the aggregate consideration for which is in excess of $10,000);

            (i) suffered any damage,  destruction or casualty  loss,  whether or
not covered by insurance;

            (j) made any capital  expenditures,  additions  or  improvements  or
commitments  for the same,  except those made in the Ordinary Course of Business
which in the aggregate do not exceed $10,000;

            (k) entered  into any  transaction  or operated  the Business of the
Company not in the Ordinary Course of Business;

            (l) made any change in its accounting methods or practices or ceased
making  accruals for taxes,  obsolete  inventory,  vacation and other  customary
accruals;

            (m) ceased from reserving cash to pay taxes,  principal and interest
on borrowed funds, and other customary expenses and payments;

            (n)  caused  to be made any  reevaluation  of any of its  Assets  or
Properties;

            (o) caused to be entered into any  amendment or  termination  of any
lease,  customer or supplier contract or other material contract or agreement to
which it is a party, other than in the Ordinary Course of Business;

            (p)  made  any  material  change  in any of its  business  policies,
including, without limitation,  advertising,  distributing,  marketing, pricing,
purchasing,  personnel,  sales,  returns,  budget or product acquisition or sale
policies;


                                      -30-
<PAGE>
                                                                   Exhibit 10.31

            (q)  terminated or failed to renew,  or received any written  threat
(that was not  subsequently  withdrawn)  to terminate  or refusal to renew,  any
contract  or other  agreement  that is or was  material  to the  Business of the
Company or the financial condition of the Company and HIP, LLC;

            (r)  permitted  to occur or be made any other event or  condition of
any character which has had a Material Adverse Effect on it;

            (s)  waived  any  rights  material  to  its  financial  or  business
condition;

            (t) made any illegal payment or rebates; or

            (u) entered into any agreement to do any of the foregoing.

      3.30 CUSTOMERS.  The Company has previously  provided to Parent a true and
correct list of the Company's and HIP, LLC's current customers and the Company's
and HIP,  LLC's  customers  during the 2003 and 2004 fiscal years related to the
Business  of the  Company.  Except as set forth in Section  3.30 of the  Company
Disclosure  Schedule,  since  January  1,  2004 no single  customer  or group of
affiliated customers  contributing more than $50,000 per annum to the 2004 gross
revenues of the Company's or HIP, LLC's business has stopped doing business with
the Company or HIP, LLC, and no such customer has given notice to the Company or
HIP, LLC of an intention to  discontinue  doing  business or reduce the level of
gross revenues from that in fiscal year 2004 with the Company.

      3.31  BANK  ACCOUNTS.  Section  3.31 of the  Company  Disclosure  Schedule
contains  a  complete  and  accurate  list  of each  deposit  account  or  asset
maintained  by or on behalf of the Company or HIP, LLC with any bank,  brokerage
house or other financial  institution,  specifying with respect to each the name
and address of the institution,  the name under which the account is maintained,
the account number, and the name and title or capacity of each Person authorized
to have access thereto.

      3.32 INTENTIONALLY DELETED.

      3.33 REGULATORY  COMPLIANCE.  Neither the Company,  or HIP, LLC nor any of
their operations are regulated by any  Governmental or Regulatory  Authority and
the Company has complied with all applicable requirements of any Governmental or
Regulatory  Authority with respect to any services provided by it (including but
not  limited  to  the  Medicare  Anti-Kickback  Statute,  the  Health  Insurance
Portability  and  Accountability  Act of 1996, the Federal False Claims Act, the
Federal laws concerning  physician  self-referral  known as "Stark I" and "Stark
II", and the rules and regulations of the Joint  Commission on  Accreditation of
Healthcare Organizations).


      Neither the  Company,  HIP,  LLC nor any  shareholder,  director  officer,
manager, member, employee or agent of the Company or HIP, LLC has made an untrue
statement of a material  fact or  fraudulent  statement to any  Governmental  or


                                      -31-
<PAGE>
                                                                   Exhibit 10.31

Regulatory  Authority,  failed  to  disclose  a  material  fact  required  to be
disclosed to any Governmental or Regulatory Authority, or committed an act, made
a statement, or failed to make a statement that, at the time such disclosure was
made,  could  reasonably be expected to provide a basis for any  Governmental or
Regulatory  Authority to invoke its policies respecting fraud, untrue statements
of material facts, bribery or illegal gratuities or any similar policies.

      3.34 THIRD PARTY CONSENTS.  No consent,  approval or  authorization of any
third  party on the part of the Company or HIP,  LLC is  required in  connection
with the  consummation  of the  transactions  contemplated  hereunder  except as
otherwise provided in Section 3.34 of the Company Disclosure Schedule.

      3.35 RELATIONSHIPS  WITH RELATED PERSONS.  No Shareholder or any Affiliate
of the Company or HIP,  LLC has, or since  January 1, 2004 has had, any interest
in the  property,  whether  real,  personal  or mixed,  or whether  tangible  or
intangible,  used in or  pertaining to the  Businesses of the Company  except as
otherwise  provided  in Section  3.35 of the  Company  Disclosure  Schedule.  No
Shareholder  or any  Affiliate of the Company or HIP, LLC owns, or since January
1, 2004 has owned (of record or as beneficial  owner) an equity  interest or any
other  financial  or  profit  interest  in a Person  that  has (i) had  business
dealings or a material financial interest in any transaction with the Company or
HIP,  LLC or (ii)  engaged in  competition  with the  Company  or HIP,  LLC with
respect to any line of the  products or  services  of the  Company or HIP,  LLC.
Except as set forth in  Section  3.35 of the  Company  Disclosure  Schedule,  no
Shareholder  nor any  Affiliate  of the  Company  or HIP,  LLC is a party to any
Contract with or has any right or claim against the Company or HIP, LLC.

      3.36 CERTAIN  PAYMENTS.  Neither the Company,  HIP, LLC nor any  director,
officer,  member, manager, agent or employee of the Company, or to the Knowledge
of the Company or HIP, LLC, any other Person associated with or acting for or on
behalf of the  Company or HIP,  LLC,  has  directly or  indirectly  (i) made any
contribution, gift, bribe, rebate, payoff, influence payment, kick-back or other
payment to any Person,  private or public,  regardless  of any form,  whether in
money,  property  or  services  (A) to obtain  favorable  treatment  in securing
business, (B) to pay for favorable treatment for business secured, (C) to obtain
special  concessions  or for  special  concessions  already  obtained  for or in
respect of the Company or HIP, LLC or any Affiliate thereof, or (D) in violation
of any Legal  Requirement,  or (ii)  established or maintained any fund or asset
that has not been recorded in the Books and Records of the Company.

      3.37  BROKERS.  Except  as set  forth  in  Section  3.37  of  the  Company
Disclosure  Schedule,  neither the  Shareholders nor the Company or HIP, LLC has
retained any broker in connection with the transactions  contemplated hereunder.
The Shareholders shall be obligated to pay all fees set forth on Section 3.37 of
the  Company  Disclosure  Schedule.  Parent,  Surviving  Corporation  and  their
Affiliates  have,  and will have, no  obligation to pay any broker's,  finder's,
investment banker's,  financial advisor's or similar fee in connection with this
Agreement or the transactions  contemplated hereby by reason of any action taken
by or on behalf of the Shareholders, the Company or HIP, LLC.

      3.38  VERIFICATION OF CREDENTIALS.  Except as set forth in Section 3.38 of
the Company  Disclosure  Schedule,  the Company  and HIP,  LLC have  implemented
policies and procedures to verify the  credentials  (including,  but not limited
to, with respect to education and  licensure)  of personnel  that the Company or
HIP,  LLC places  with its  clients  and to  collect,  maintain  and update such
credentialing  information.   To  the  Knowledge  of  the  Company,   employees,


                                      -32-
<PAGE>
                                                                   Exhibit 10.31

contractors  and  consultants  each  consistently  follow and have followed such
policies and procedures.

      3.39  TRAINING.  Except  as set  forth  in  Section  3.39  of the  Company
Disclosure  Schedule,  the Company and HIP, LLC have had in place, and currently
have in place, a training  program for personnel who provide services to clients
of the Company and HIP, LLC that satisfy the Company's and HIP,  LLC's  training
obligations to its clients. To the extent that the Health Insurance  Portability
and  Accountability  Act of 1996 ("HIPAA")  currently  applies or applied to the
Company or HIP,  LLC, the Company and HIP,  LLC have  developed a plan to comply
with any obligations they may have under the privacy standards of HIPPA,  except
where any non-compliance would have a Material Adverse Effect on the Company and
HIP, LLC.

      3.40 EXISTING  INDEBTEDNESS.  Other than as contemplated in Section 2.9 of
this  Agreement,  (i) all  indebtedness  of or any obligation of the Company and
HIP,  LLC  (whether as obligor or as  guarantor)  for  borrowed  money,  whether
current,  short-term, or long-term,  secured or unsecured, (ii) all indebtedness
of the  Company  and HIP,  LLC  (whether  as  obligor or as  guarantor)  for the
deferred  purchase price for purchases of property  outside the ordinary  course
which is not evidenced by trade  payables,  (iii) all lease  obligations  of the
Company and HIP, LLC (whether as obligor or as guarantor) under leases which are
capital leases in accordance with GAAP, (iv) all off-balance sheet financings of
the Company and HIP, LLC (whether as obligor or as  guarantor),  (v) any payment
obligations  of the Company and HIP, LLC (whether as obligor or as guarantor) in
respect  of  banker's  acceptances  or letters of credit  (other  than  stand-by
letters  of credit in support  of  ordinary  course  trade  payables),  (vi) any
liability of the Company and HIP, LLC (whether as obligor or as guarantor)  with
respect to interest rate swaps,  collars,  caps and similar hedging obligations,
(vii) any present,  future or contingent obligations of the Company and HIP, LLC
under (A) any phantom stock or equity  appreciation  rights,  plan or agreement,
(B) any consulting, deferred pay-out or earn-out arrangements in connection with
the  purchase of any  business  or entity,  (C) any  non-competition  agreement,
(viii) any accrued  bonuses,  (ix) any accrued  Taxes other than  payroll  Taxes
accrued in the Ordinary Course of Business,  (x) any accrued and unpaid interest
or any contractual prepayment premiums, penalties or similar contractual charges
resulting  from  the   Contemplated   Transactions  or  the  discharge  of  such
obligations  with respect to any of the foregoing,  (xi) all  indebtedness of or
any  obligation  of the Company or HIP, LLC owed to the  Shareholders  or to any
Affiliate of the Shareholders and (xii) all indebtedness of or any obligation of
the Company or HIP, LLC incurred for the personal benefit of the Shareholders or
any Affiliate of the  Shareholders,  including  without  limitation,  any Family
Members of the Shareholders, is listed on Section 3.40 of the Company Disclosure
Statement (collectively,  but without duplication, the "Existing Indebtedness").
Other than as contemplated  in Section 2.9 of this Agreement,  as of the Closing
Date all  Existing  Indebtedness  will be paid in  full,  retired  or  otherwise
satisfied by the Shareholders.

      3.41 MATERIAL MISSTATEMENTS AND OMISSIONS. The statements, representations
and  warranties  of the  Company  and  HIP,  LLC  contained  in  this  Agreement
(including the exhibits and schedules  hereto) and in each document,  statement,
certificate  or  exhibit  furnished  or to be  furnished  by or on behalf of the
Company and HIP, LLC pursuant  hereto,  or in connection  with the  transactions
contemplated  hereby,  taken together,  do not contain any untrue statement of a
material  fact and do not omit to state a material  fact  necessary  to make the
statements or facts contained herein or therein,  in light of the  circumstances
made, not misleading.


                                      -33-
<PAGE>
                                                                   Exhibit 10.31

                                   ARTICLE 4.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                          OF PARENT AND ACQUISITION CO.
                          -----------------------------


      Parent  and  Acquisition  Co.,  jointly  and  severally,  represent  and
warrant to the Company as of the date hereof and as of the  Closing  Date,  as
follows:

      4.1 ORGANIZATION. Each of Parent and Acquisition Co. is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
the Delaware.  Each of Parent and  Acquisition Co. is duly authorized to conduct
business and is in good standing under the laws of each jurisdiction  where such
qualification  is  required  except  for any  jurisdiction  where  failure so to
qualify would not have a Material Adverse Effect upon Parent or Acquisition Co.,
as the case may be.

      4.2  AUTHORITY.  Each of Parent  and  Acquisition  Co.  has all  necessary
corporate  power and corporate  authority  and has taken all  corporate  actions
necessary  to  enter  into  this  Agreement,   to  consummate  the  transactions
contemplated hereby and to perform its respective  obligations  hereunder and no
other  proceedings  on the part of Parent or  Acquisition  Co. are  necessary to
authorize this Agreement or to consummate the transactions  contemplated hereby.
This  Agreement  has been duly and validly  executed  and  delivered  by each of
Parent and Acquisition Co. and constitutes a legal, valid and binding obligation
of Parent and Acquisition Co., respectively,  enforceable against each of Parent
and  Acquisition  Co. in  accordance  with its terms  except  (i) as  limited by
applicable bankruptcy, insolvency, reorganization,  moratorium and other laws of
general  application  affecting  enforcement of creditors'  rights generally and
(ii) as limited by laws relating to the  availability  of specific  performance,
injunctive relief or other equitable remedies.

      4.3  LITIGATION.  There are no Actions or  Proceedings  pending or, to the
Knowledge of Parent, threatened or anticipated against, relating to or affecting
the  transactions  contemplated  by this  Agreement,  and, to the  Knowledge  of
Parent, there is no basis for any such Action or Proceeding.

      4.4 REPORTS AND FINANCIAL  STATEMENTS.  As of the date hereof,  the Parent
has  furnished or made  available to the Company and the  Shareholders  true and
complete  copies of all  Parent  SEC  Documents  (see the  Parent's  website  at
www.crdentia.com).  As of their  respective  filing  dates,  all such Parent SEC
Documents  complied  in all  material  respects  with  the  requirements  of the
Securities Act and the Exchange Act, as applicable,  and none of such Parent SEC
Documents  contained any untrue statement of a material fact or omitted to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements made therein,  in light of the circumstances in which they were made,
not misleading,  except to the extent corrected by a document subsequently filed
with the SEC. The Parent Financial  Statements comply as to form in all material
respects with applicable  accounting  requirements  and with the published rules
and  regulations  of the  SEC  with  respect  thereto,  have  been  prepared  in
accordance  with GAAP  consistently  applied  (except as may be indicated in the
notes  thereto or, in the case of  unaudited  statements,  as  permitted by Form
10-QSB of the SEC) and present fairly the consolidated financial position of the
Parent at the dates thereof and the  consolidated  results of its operations and


                                      -34-
<PAGE>
                                                                   Exhibit 10.31

cash  flows  for the  periods  then  ended  (subject,  in the case of  unaudited
statements, to normal audit adjustments).

      4.5 BROKERS. Neither Parent nor Acquisition Co. has retained any broker in
connection with the transactions contemplated hereunder. Neither the Company nor
the  Shareholders  has,  and will  have,  any  obligation  to pay any  broker's,
finder's investment  banker's,  financial advisor's or similar fee in connection
with this  Agreement or the  transactions  contemplated  hereby by reason of any
action taken by or on behalf of Parent or Acquisition Co.

                                   ARTICLE 5.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                               OF THE SHAREHOLDERS
                               -------------------


      Each Shareholder  hereby represents and warrants to Parent and Acquisition
Co. as follows (such representations and warranties do not lessen or obviate the
representations  and warranties of the Company and the Shareholders set forth in
Article III above):

      5.1 REQUISITE  POWER AND  AUTHORITY.  Such  Shareholder  has all necessary
power and  authority  under all  applicable  provisions  of law to  execute  and
deliver  this  Agreement  and to carry out its  provisions.  All  action on such
Shareholder's  part  required  for the lawful  execution  and  delivery  of this
Agreement  has been or will be  effectively  taken  prior to the  Closing.  Upon
execution and delivery,  this Agreement will be the valid and binding obligation
of such  Shareholder,  enforceable in accordance  with its terms,  except (i) as
limited by applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
other laws of general  application  affecting  enforcement of creditors'  rights
generally and (ii) as limited by laws relating to the  availability  of specific
performance, injunctive relief or other equitable remedies.

      5.2 INVESTMENT  REPRESENTATIONS.  Such  Shareholder  understands  that the
shares of the Parent  Common Stock to be issued to the  Shareholder  pursuant to
the provisions of Article 2 have not been  registered  under the Securities Act.
Such  Shareholder  also  understands that such shares of Parent Common Stock are
being offered and sold pursuant to an exemption from  registration  contained in
the Securities  Act based in part upon such  Shareholder's  representations  and
warranties  contained in this Agreement.  Such Shareholder hereby represents and
warrants as follows:

            (a) Such Shareholder is an "accredited  investor" as defined in Rule
501(a) of the Securities Act.

            (b) Such  Shareholder  has such  experience so that he, she or it is
capable of  evaluating  the merits and risks of his,  her or its  investment  in
Parent and has the  capacity  to protect  his,  her or its own  interests.  Such
Shareholder must bear the economic risk of this investment  indefinitely  unless
the shares of Parent Common Stock are registered pursuant to the Securities Act,
or  an  exemption  from   registration  is  available.   Such  Shareholder  also
understands  that there is no assurance  that any  exemption  from  registration
under the  Securities  Act will be available and that,  even if available,  such
exemption may not allow such  Shareholder  to transfer all or any portion of the
shares of Parent Common Stock under the circumstances,  in the amounts or at the
times such Shareholder might propose.


                                      -35-
<PAGE>
                                                                   Exhibit 10.31

            (c) Such  Shareholder is acquiring the shares of Parent Common Stock
for such  Shareholder's  own account for  investment  only,  and not with a view
towards their distribution.

            (d) Such  Shareholder  represents  that by reason of his, her or its
business or financial  experience,  such Shareholder has the capacity to protect
his, her or its own interests in connection with the  transactions  contemplated
in this Agreement.  Further,  such Shareholder is aware of no publication of any
advertisement in connection with the transactions contemplated in the Agreement.

            (e) Such  Shareholder  has  received and read the Parent SEC Filings
and  has  had an  opportunity  to  discuss  Parent's  business,  management  and
financial affairs with directors,  officers and management of Parent and has had
the opportunity to review Parent's  operations and facilities.  Such Shareholder
has also had the opportunity to ask questions of and receive answers from Parent
and its management regarding the terms and conditions of this investment.

            (f) Such  Shareholder  acknowledges  and  agrees  that the shares of
Parent  Common  Stock   acquired   pursuant  to  this  Agreement  must  be  held
indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such  registration  is available.  Such  Shareholder  has been
advised  or is  aware  of the  provisions  of Rule  144  promulgated  under  the
Securities Act as in effect from time to time,  which permits  limited resale of
shares purchased in a private  placement  subject to the satisfaction of certain
conditions,  including,  among other things, the availability of certain current
public  information  about Parent,  the resale  occurring not less than one year
after a party has purchased and paid for the security to be sold, the sale being
through an unsolicited "broker's transaction" or in transactions directly with a
market (as said term is defined under the Exchange Act) and the number of shares
being sold during any three month period not exceeding specified limitations.

            (g) Such Shareholder  resides in the state or province identified in
the  address  of  such  Shareholder  set  forth  on the  signature  page to this
Agreement.

      5.3 TRANSFER RESTRICTIONS.  Such Shareholder  acknowledges and agrees that
the shares of Parent  Common Stock are subject to  restrictions  on transfer set
forth in this Section 5.3. Such  Shareholder  agrees not to make any disposition
of all or any portion of the shares of Parent Common Stock acquired  pursuant to
this  Agreement  unless  and until:  (i) 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 (ii) the
transferee  (except for  transfers  in  compliance  with Rule 144) has agreed in
writing  to be  bound  by  the  terms  of  Article  5 of  this  Agreement,  such
Shareholder  shall have notified  Parent of the proposed  disposition  and shall
have furnished Parent with a detailed statement of the circumstances surrounding
the proposed disposition and if reasonably requested by Parent, such Shareholder
shall have furnished Parent with an opinion of counsel,  reasonably satisfactory
to Parent,  that such disposition  will not require  registration of such shares
under the Securities Act. Notwithstanding the provisions of clauses (i) and (ii)
above, no such  registration  statement or opinion of counsel shall be necessary
for a transfer by such  Shareholder  to a family member of such  Shareholder  or
trust for the benefit of such Shareholder or family member;  provided,  however,
that in each case the  transferee  will be  subject to the terms of Article 5 of


                                      -36-
<PAGE>
                                                                   Exhibit 10.31

this  Agreement  to the  same  extent  as if  he,  she or it  were  an  original
Shareholder  hereunder.  Parent  shall  be  entitled  to  impose  stop  transfer
instructions  with  respect to the Parent  Common  Stock in order to enforce the
foregoing restrictions.

      The  certificates  representing  the  Parent  Common  Stock  (when  issued
pursuant  to  this  Agreement)  shall  bear  the  following  legend  restricting
transfer,  and such other  legends as may be  required by any  applicable  state
securities law:

                  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.

                  THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
                  ARE SUBJECT TO CERTAIN  PROVISIONS OF THE TERMS
                  AND  CONDITIONS  OF THAT CERTAIN  AGREEMENT AND
                  PLAN OF  REORGANIZATION  BY AND AMONG  CRDENTIA
                  CORP.,   HIP   ACQUISITION   CORPORATION,   HIP
                  HOLDING,  INC.  AND  THE  SHAREHOLDERS  OF  HIP
                  HOLDING, INC.

      5.4 MARKET STANDOFF.  Such Shareholder agrees that he, she or it will not,
without the prior written consent of Parent and/or the managing  underwriter(s),
during the period  commencing on the date of filing of a registration  statement
by Parent pursuant to an  underwritten  public offering by Parent of its capital
stock or  securities  convertible  into its capital stock and ending on the date
specified by Parent and the managing  underwriter(s)  (such period not to exceed
180  days  following  the  filing  of the  final  prospectus  relating  to  such
offering),  transfer  or dispose of any shares of Parent  Common  Stock owned by
such Shareholder.  In order to enforce the foregoing covenant, Parent may impose
stop-transfer  instructions  with respect to such  securities of the Shareholder
(and the shares or  securities  of every other Person  subject to the  foregoing
restriction) until the end of such period.

                                   ARTICLE 6.
                             ADDITIONAL AGREEMENTS
                             ---------------------

      6.1 ACCESS TO INFORMATION. The Company has given Parent and its authorized
representatives (including,  without limitation, its attorneys and accountants),
reasonable access to all employees,  customers,  plants, offices, warehouses and
other  facilities,  to (and where  necessary,  provided copies of) all books and
records,  contracts and all personnel files of current  employees of the Company
and its  subsidiaries  and the Company has caused its  officers and those of its
subsidiaries  to furnish Parent with such financial and operating data and other


                                      -37-
<PAGE>
                                                                   Exhibit 10.31

information  with respect to the business and  properties of the Company and its
subsidiaries as Parent has requested.

      6.2 PUBLIC ANNOUNCEMENTS;  COMPANY LITERATURE. None of Parent, Acquisition
Co., the Company or the Shareholders  shall issue any press release or otherwise
make any public statements with respect to the transactions contemplated by this
Agreement,  including  the  Merger,  without  the prior  consent  of Parent  and
Acquisition  Co.  (in  the  case  of the  Company  or the  Shareholders)  or the
Shareholders  (in the case of  Parent  or  Acquisition  Co.),  except  as may be
required by applicable law,  including any  determination by Parent that a press
release or other public  statement is required  under  applicable  securities or
regulatory  rules.  The parties agree there shall be no public  announcement  of
this  Agreement or the  consummation  of the Merger except as may be required by
applicable law. The parties agree that the Parent may announce this Agreement or
the  consummation  of the  Merger to the  Company's  and HIP,  LLC's  employees,
customers, vendors and strategic partners immediately following the Closing.

      6.3 FEES AND EXPENSES. Whether or not the Merger is consummated, all fees,
costs and expenses  incurred in connection  with the Merger,  this Agreement and
the other agreements and transactions contemplated hereby and thereby, including
all legal,  accounting,  financial advisory,  broker's consulting and other fees
and  expenses  of  third  parties  incurred  by a party in  connection  with the
negotiation,  documentation  and effectuation of the terms and conditions of the
Merger,  this Agreement and the other agreements and  Contemplated  Transactions
hereby and thereby  ("Third  Party  Expenses")  shall be the  obligation  of the
respective  party  incurring  such Third  Party  Expenses.  Notwithstanding  the
foregoing,  the  Shareholders  shall severally be responsible and bear all costs
and expenses incurred and fees payable for counsel for the Company in connection
with the Merger and the Contemplated Transactions and all of the fees payable to
Citigroup Geneva Capital  Strategies,  Inc., or any broker,  finder or financial
intermediary representing the Company or the Shareholders.

      6.4 CONFIDENTIALITY.  The parties hereto will maintain in confidence,  and
will direct its directors,  officers, employees, agents, Affiliates and advisors
to maintain in confidence any written,  oral or other  information  furnished by
another   party  to  this   Agreement  in  connection   with  the   Contemplated
Transactions,  unless (a) such  information is already known to such party or to
others  not  bound  by a duty of  confidentiality  or such  information  becomes
publicly  available  through  no  fault  of  such  party,  (b)  the  use of such
information  is necessary or  appropriate  in making any filing or obtaining any
consent  or  approval   required  for  the   consummation  of  the  transactions
contemplated by this Agreement, or (c) the furnishing or use of such information
is required by law. The  provisions  of this Section 6.4 shall not be binding on
the Parent or the Surviving  Corporation following the Closing. If the Merger is
not  consummated,  each  party  will  return  or,  at the  request  of the party
supplying the  information,  destroy as much of such written  information as the
other party may reasonably request.

                                   ARTICLE 7.
                    CONDITIONS TO CONSUMMATION OF THE MERGER
                    ----------------------------------------

      7.1  CONDITIONS  TO EACH  PARTY'S  OBLIGATIONS  TO EFFECT THE MERGER.  The
respective  obligations of each party hereto to effect the Merger are subject to
the satisfaction at or prior to the Effective Time of the following conditions:


                                      -38-
<PAGE>
                                                                   Exhibit 10.31

            (a) no statute, rule, regulation, executive order, decree, ruling or
injunction  shall have been  enacted,  entered,  promulgated  or enforced by any
United  States  federal  or  state  court  or  United  States  federal  or state
Governmental  or Regulatory  Authority  that  prohibits,  restrains,  enjoins or
restricts the consummation of the Merger; and

            (b) any  governmental  or  regulatory  notices,  approvals  or other
requirements  necessary to consummate the Contemplated  Transactions  shall have
been given, obtained or complied with, as applicable.

      7.2 CONDITIONS TO THE  OBLIGATIONS  OF THE COMPANY.  The obligation of the
Company and the Shareholders to effect the Merger is subject to the satisfaction
at or prior to the Effective Time of the following conditions:

            (a) the representations and warranties of Parent and Acquisition Co.
contained in this Agreement  shall be true and correct in all material  respects
at and as of the Effective Time with the same effect as if made at and as of the
Effective Time (except to the extent such representations specifically relate to
an earlier date, in which case such representations shall be true and correct in
all material respects as of such earlier date, and in any event,  subject to the
foregoing materiality qualification);

            (b) each of the covenants and  obligations of Parent and Acquisition
Co. to be performed  at or before the  Effective  Time  pursuant to the terms of
this  Agreement  shall have been duly  performed in all material  respects at or
before the Effective Time;

            (c)  there   shall  have  been  no  events,   changes  or   effects,
individually  or in the aggregate,  with respect to the Parent  having,  or that
would reasonably be expected to have, a Material Adverse Effect on the Parent;

            (d) Parent shall have delivered all of Closing  deliveries set forth
in Section 2.10(c) above; and

            (e) all proceedings  taken by the Parent and Acquisition Co. and all
instruments  executed and delivered by Parent and Acquisition Co. on or prior to
the Closing in connection with the Contemplated Transactions shall be reasonably
satisfactory in form and substance to counsel for the Company.

      7.3  CONDITIONS  TO THE  OBLIGATIONS  OF PARENT  AND  ACQUISITION  CO. The
respective  obligations of Parent and  Acquisition  Co. to effect the Merger are
subject to the  satisfaction  at or prior to the Effective Time of the following
conditions:

            (a)  the   representations   and   warranties  of  the  Company  and
Shareholders  contained  in this  Agreement  shall  be true and  correct  in all
material  respects  at and as of the  Effective  Time with the same effect as if
made at and as of the Effective Time (except to the extent such  representations
specifically relate to an earlier date, in which case such representations shall
be true and correct in all material respects as of such earlier date);


                                      -39-
<PAGE>
                                                                   Exhibit 10.31

            (b)  each  of the  covenants  and  obligations  of the  Company  and
Shareholders  to be performed at or before the  Effective  Time  pursuant to the
terms of this Agreement shall have been duly performed in all material  respects
at or before the Effective Time;

            (c) any material  third party  consents  necessary to consummate the
transactions  contemplated  hereby  shall have been given,  obtained or complied
with as applicable;

            (d)  there   shall  have  been  no  events,   changes  or   effects,
individually or in the aggregate,  with respect to the Company,  HIP, LLC or its
subsidiaries  having,  or that would  reasonably be expected to have, a Material
Adverse Effect on the Company or HIP, LLC;

            (e) none of the Key Employees shall have terminated their employment
with the Company or given  written or oral notice to the  Company,  HIP,  LLC or
Parent of their intention to do so after the consummation of the Merger;

            (f) the Company and the Shareholders, as the case may be, shall have
delivered all of the Closing deliveries set forth in Section 2.10(b) above;

            (g) all proceedings  taken by the Company and the  Shareholders  and
all instruments executed and delivered by the Company and the Shareholders on or
prior to the Closing in connection with the Contemplated  Transactions  shall be
reasonably  satisfactory  in form and  substance  to counsel  for the Parent and
Acquisition Co.

                                   ARTICLE 8.
                              INTENTIONALLY DELETED
                              ---------------------

                                   ARTICLE 9.
                    ACTIONS BY THE PARTIES AFTER THE CLOSING
                    ----------------------------------------

      9.1 SURVIVAL OF  REPRESENTATIONS,  WARRANTIES,  ETC. The  representations,
warranties and covenants  contained in or made pursuant to this Agreement or any
certificate,  document or instrument delivered pursuant to or in connection with
this  Agreement  in the  transactions  contemplated  hereby  shall  survive  the
execution   and   delivery  of  this   Agreement   and  the  Closing   hereunder
(notwithstanding  any investigation,  analysis or evaluation by any party hereto
or their  designees  of the  Assets  and  Properties,  business,  operations  or
condition  (financial  or  otherwise)  of the  other  party)  until  the  second
anniversary of the Effective Time; provided,  however,  that the representations
and warranties of the parties contained in Sections 3.16 and 3.26 shall continue
to survive until the expiration of the  appropriate  statute of limitations  and
Sections 3.3, 3.4, 3.5, 3.37, and 5.2 shall continue to survive  indefinitely in
full force and effect following the Effective Time.


                                      -40-
<PAGE>
                                                                   Exhibit 10.31

      9.2 INDEMNIFICATION.

            (a) By the  Company  and  the  Shareholders.  The  Company  and  the
Shareholders shall severally indemnify,  defend and hold harmless Parent and the
Surviving  Corporation  and their  respective  officers,  directors,  employees,
Affiliates,  agents,  successors,  subsidiaries  and assigns  (collectively  the
"Parent Group") from and against any and all costs,  losses (including,  without
limitation,  diminution in value), liabilities, damages, lawsuits, deficiencies,
claims and expenses, including without limitation, interest, penalties, costs of
mitigation,  attorneys' fees and all amounts paid in  investigation,  defense or
settlement of any of the foregoing  (collectively,  the "Damages"),  incurred in
connection with, arising out of, resulting from or incident to (i) any breach of
any  covenant,  representation,  warranty or agreement or the  inaccuracy of any
representation  made by the Company or the  Shareholders  in or pursuant to this
Agreement,   or  in  the  other  documents  delivered  in  connection  with  the
Contemplated  Transactions pursuant to Section 2.10, (ii) Actions or Proceedings
set forth in the Company Disclosure Schedule or in the other documents delivered
in connection with the Contemplated  Transactions,  (iii) Actions or Proceedings
involving the Company whether  disclosed in the Company  Disclosure  Schedule or
not, (iv)  operations of the Business of the Company through March 20, 2005, (v)
the  transactions  contemplated by Section 2.9 or as a result of a breach of any
of the covenants or understandings contained in Section 2.9, and (vi) any Income
Tax  liability  of the  Shareholders  or the  Company  arising or accruing on or
before the Closing Date.

            (b) By  Parent.  Parent  and  Acquisition  Co.  shall,  jointly  and
severally,  indemnify,  defend and hold  harmless,  the  Shareholders  and their
respective  heirs,  successors  and assigns from and against any and all Damages
incurred in connection  with,  arising out of, resulting from or incident to any
breach of any covenant, representation,  warranty or agreement or the inaccuracy
of any  representation  made by Parent or Acquisition Co. in or pursuant to this
Agreement,  or in the documents  delivered in connection  with the  Contemplated
Transactions pursuant to Section 2.10.

            (c)  Third  Party  Claims;  Defense  of  Claims.  If any  Action  or
Proceeding  is filed or initiated  against any party  entitled to the benefit of
indemnity  hereunder,  written notice thereof shall be given to the indemnifying
party as promptly  as  practicable  (and in any event  within ten days after the
service of the citation or summons);  provided, however, that the failure of any
indemnified   party  to  give  timely   notice   shall  not  affect   rights  to
indemnification  hereunder  except to the  extent  that the  indemnifying  party
demonstrates  actual damage caused by such  failure.  After such notice,  if the
indemnifying  party shall  acknowledge in writing to the indemnified  party that
the  indemnifying  party  shall be  obligated  under the terms of its  indemnity
hereunder in connection  with such Action or Proceeding,  then the  indemnifying
party shall be  entitled,  if it so elects,  to take  control of the defense and
investigation of such Action or Proceeding and to employ and engage attorneys of
its own choice to handle and defend the same,  such  attorneys to be  reasonably
satisfactory to the indemnified  party, at the  indemnifying  party's cost, risk
and expense (unless (i) the indemnifying  party has failed to assume the defense
of such  Action  or  Proceeding  or (ii) the  named  parties  to such  Action or
Proceeding include both of the indemnifying party and the indemnified party, and
the indemnified  party and its counsel determine in good faith that there may be
one or  more  legal  defenses  available  to such  indemnified  party  that  are
different from or additional to those  available to the  indemnifying  party and
that joint representation  would be inappropriate),  and to compromise or settle
such Action or Proceeding,  which compromise or settlement shall not require the


                                      -41-
<PAGE>
                                                                   Exhibit 10.31

consent of the  indemnified  party if such  compromise or settlement  includes a
full  and  unconditional  release  of  the  indemnified  party,  otherwise  such
compromise  or  settlement  shall be made only with the  written  consent of the
indemnified party, such consent not to be unreasonably withheld. The indemnified
party may withhold such consent if such compromise or settlement would adversely
affect the conduct of business or requires less than an unconditional release to
be obtained.  If (i) the indemnifying  party fails to assume the defense of such
Action or  Proceeding  within  ten (10) days  after  receipt  of notice  thereof
pursuant  to this  Section  9.2,  or (ii) the named  parties  to such  Action or
Proceeding include both the indemnifying party and the indemnified party and the
indemnified  party and its counsel determine in good faith that there may be one
or more legal defenses  available to such  indemnified  party that are different
from or additional to those available to the  indemnifying  party and that joint
representation would be inappropriate,  the indemnified party against which such
Action or Proceeding has been filed or initiated will (upon delivering notice to
such  effect to the  indemnifying  party)  have the right to  undertake,  at the
indemnifying party's cost and expense, the defense,  compromise or settlement of
such  Action or  Proceeding  on behalf  of and for the  account  and risk of the
indemnifying  party. In the event the  indemnified  party assumes defense of the
Action or Proceeding,  the indemnified  party will keep the  indemnifying  party
reasonably  informed  of  the  progress  of  any  such  defense,  compromise  or
settlement and will consult with, when appropriate,  and consider any reasonable
advice  from,  the  indemnifying  party  of  any  such  defense,  compromise  or
settlement.  The  indemnifying  party shall be liable for any  settlement of any
action effected  pursuant to and in accordance with this Section 9.2 and for any
final  judgment  (subject to any right of appeal),  and the  indemnifying  party
agrees to indemnify and hold harmless the indemnified party from and against any
Damages by reason of such settlement or judgment.


      Regardless  of whether the  indemnifying  party or the  indemnified  party
takes up the  defense,  the  indemnifying  party will pay  reasonable  costs and
expenses in connection with the defense, compromise or settlement for any Action
or Proceeding under this Section 9.2.


      The indemnified party shall cooperate in all reasonable  respects with the
indemnifying party and such attorneys in the investigation, trial and defense of
such Action or Proceeding and any appeal arising therefrom;  provided,  however,
that  the  indemnified   party  may,  at  its  own  cost,   participate  in  the
investigation,  trial and  defense of such Action or  Proceeding  and any appeal
arising therefrom.  The indemnifying party shall pay all expenses due under this
Section 9.2 as such expenses become due.

            (d) Indemnity Claims. A claim for indemnification for any matter not
involving a  third-party  claim may be asserted by notice to the party from whom
indemnification is sought.

      9.3 RIGHT OF OFFSET.

            (a) In the event that Parent or the  Surviving  Corporation  suffers
Damages  pursuant  to this  Article  9, the  Parent,  in  addition  to all other
remedies  set forth in this  Section  9.3,  shall have the right to offset  such
Damages  against  amounts  payable  to the  Shareholders  as  Additional  Merger
Transaction pursuant to Section 2.7, if any.


                                      -42-
<PAGE>
                                                                   Exhibit 10.31

            (b) Neither  party shall have any  liability  or  obligation  to the
other party with respect to any claim related to this Agreement  until the total
of all Damages with respect to such matters  exceed  $25,000 (the  "Threshold"),
and  thereafter,  liability  shall be only for  those  Damages  in excess of the
Threshold.

            (c) Neither  party shall have any  liability  or  obligation  to the
other person in connection with any claim related to this Agreement in excess of
the Merger  Consideration.

            (d) The  determination  of the amount of any Damages  arising out of
the breach of more than one  representation,  warranty,  covenant  or  agreement
shall be determined without duplication or double counting of the same Damages.

            (e) Any amounts  payable by either party  pursuant to this Article 9
shall be reduced by (i) any related  insurance  recoveries  net of cost incurred
for  such  recovery  and  (ii)  any  payments  from  third  parties  who are not
Affiliates.

            (f) Each party shall use reasonable  efforts to minimize any Damages
for which any other party may be liable pursuant to this Agreement.

      9.4 ARTICLES OF INCORPORATION AND BYLAWS.  Notwithstanding anything to the
contrary in the Articles of  Incorporation  or Bylaws or governing  documents of
the Company or HIP, LLC, the indemnification  provisions of this Article 9 shall
take  precedence  over such  Articles  of  Incorporation,  Bylaws,  Articles  of
Organization,  operating agreement or other governing documents.  No Shareholder
or any other  officer or director of the Company  prior to the Closing  shall be
entitled  to  indemnification  directly  or  indirectly  under such  Articles of
Incorporation,  Bylaws,  Articles of Organization,  operating agreement or other
governing  documents or otherwise  for any matter upon which the Company or HIP,
LLC has or might have an indemnification  obligation  hereunder and the Articles
of  Incorporation,  Bylaws,  Articles of Organization,  operating  agreement and
governing documents shall be deemed amended accordingly. This Section 9.4 is not
intended for the benefit of creditors or other third  parties and does not grant
any rights to creditors or other third parties.

      9.5  EXCLUSIVITY.  The  parties  hereto  acknowledge  and  agree  that the
indemnity  obligations  set forth  above  shall be the  exclusive  remedy of the
indemnified parties with respect to any claim or causes of action that may arise
or relate to this Agreement or the Contemplated Transactions.

      9.6 TAX MATTERS.

            (a) Filing Returns and Paying Taxes.

                  (i)  The  Shareholders   shall,  at  their  sole  expense,  be
responsible  for preparing and timely filing (which the  Shareholders  do hereby
jointly  and  severally  agree to timely  prepare  and file) (A) all  Income Tax
Returns of the  Company and HIP,  LLC for Tax periods  that end on or before the
Closing  Date  (regardless  of their due date)  and (B) all Tax  Returns  of the
Company  and  HIP,  LLC  that  are  due  on or  before  the  Closing  Date.  The
Shareholders  agree to promptly provide Parent true and exact copies of all such
Tax Returns.  Subject to Section 2.9 and Section 3.26, the Shareholders shall be


                                      -43-
<PAGE>
                                                                   Exhibit 10.31

responsible for paying all Taxes due on such returns.

                  (ii)  Except  for  the  Income  Tax   Returns   filed  by  the
Shareholders  pursuant to Section 9.6(a)(i),  Parent will be responsible for the
preparation  and timely  filing of all Tax Returns of the  Company and HIP,  LLC
that are due after the Closing  Date  (including  Tax  Returns for periods  that
begin  before  but end after the  Closing  Date).  Subject to  Sections  2.9 and
Section 3.26,  Parent will be  responsible  for paying all Taxes due on such Tax
Returns.

                  (iii) Except where required under applicable law or compulsory
legal process,  neither Parent,  Acquisition Co., the Company, HIP, LLC, nor the
Shareholders  will  take a  position  with any  federal,  state or local  taxing
authority contrary to any of the terms and provisions of this Agreement.

                  (iv)  Unless the  Shareholders  consent in writing  and except
where required under  applicable  law or compulsory  legal process,  neither the
Parent,  Acquisition  Co.,  the Company nor HIP, LLC will take a position on any
Tax Return  with  respect to the tax basis of the assets of the  Company or HIP,
LLC that is  inconsistent  with the tax basis of such assets as reflected on the
Books and Records of the Company and HIP, LLC provided to Parent.

            (b) Cooperation on Tax Matters.

                  (i) Parent,  Acquisition  Co., the  Company,  HIP, LLC and the
Shareholders shall cooperate fully, as and to the extent reasonably requested by
the other party (at the sole cost of the requesting  party),  in connection with
the  filing of any Tax  Returns  pursuant  to this  Section  9.6 and any  audit,
litigation or other  proceeding with respect to Taxes.  Such  cooperation  shall
include the  retention  and (upon the other  party's  request) the  provision of
records  and  information  which  are  reasonably  relevant  to any such  audit,
litigation or other proceeding and making employees reasonably available (at the
cost  of the  requesting  party)  on a  mutually  convenient  basis  to  provide
additional  information  and  explanation  of any material  provided  hereunder.
Parent agrees (A) to continue to retain any books and record delivered to Parent
by the  Shareholders  with  respect to Tax matters  pertinent to the Company and
HIP, LLC relating to any taxable period  beginning before the Closing Date until
the  expiration of the statute of  limitations  (and, to the extent  notified in
writing  by  the  Shareholders,   during  any  extensions  of  such  statute  of
limitations)  of  the  respective  taxable  periods,  and  (B)  to  provide  the
Shareholders a reasonable  opportunity to copy (at the Shareholders'  sole cost)
any such records  (unless  prohibited  by  applicable  law or  compulsory  legal
process)  prior to  transferring,  destroying or  discarding  any such books and
records.

                  (ii) With  respect to income Tax  Returns of the  Company  and
HIP, LLC for Tax Periods ending prior to the Closing Date, the Shareholder shall
have the  right  (at the  Shareholders'  sole  cost)  to  control  any  audit or
examination  by any Tax  authority,  initiate  any  claim for  refund,  file any
amended return,  contest,  resolve and defend against any assessment,  notice of
deficiency or other adjustment or proposed  adjustment  relating or with respect
to all  Income  Taxes,  other than any Income  Taxes for which  Parent  shall be


                                      -44-
<PAGE>
                                                                   Exhibit 10.31

liable after the Closing;  except where any of the foregoing is likely to have a
Material  Adverse Effect on the Parent,  the Company the Acquisition Co, or HIP,
LLC. The  Shareholders  shall be entitled to any Income Tax refund  allocable to
the  portion of any Tax period  ending on or before the  Closing  Date which was
originally paid by the Shareholders with respect to HIP, LLC.

                  (iii)  Parent  shall  have the right to  control  any audit or
examination  by any Tax authority for any taxes which Parent is liable after the
Closing,  and shall have the right to initiate  any claim for  refund,  file any
amended returns,  contest,  resolve and defend against any assessment  notice of
deficiency or other adjustment or proposed  adjustment  relating or with respect
to any taxes which Parent is liable after the Closing Date and shall be entitled
to all refunds with respect to such Taxes.

                                   ARTICLE 10.
                                   ARBITRATION
                                   -----------

      10.1 ARBITRATION.  In the event of any dispute among the parties hereto as
to the  interpretation  of any  provision  of this  Agreement  or the rights and
obligations  of any party  hereunder,  such dispute  shall be resolved (i) first
through  negotiations in good faith between the parties to such dispute and (ii)
if during a fifteen (15) day period following the date such dispute arises, such
negotiations  do not  result in a  resolution  through  binding  arbitration  as
hereinafter provided. If arbitration is required to resolve a dispute hereunder,
any party may notify  the  American  Arbitration  Association  in Dallas,  Texas
("AAA")  and  request  AAA to select  one  person to act as the  arbitrator  for
resolution of the dispute.  The  arbitrator  so selected  shall conduct any such
proceedings using the International Arbitration Rules (the "IAR") of the AAA and
such rules will be binding upon all parties to the arbitration  proceeding.  The
arbitrator is encouraged to modify the  application of the IAR as the arbitrator
deems  appropriate  to  accomplish  the  arbitration  in the  quickest and least
expensive manner possible. Accordingly, the arbitrator may (i) dispense with any
formal rules of evidence and allow  hearsay  testimony so as to limit the number
of witnesses  required,  (ii) accept  evidence of property values without formal
appraisals  and upon such  information  provided by the parties or other persons
and otherwise minimize discovery procedures as the arbitrator deems appropriate,
(iii)  act upon his  understanding  or  interpretation  of the law on any  issue
without the  obligation  to research  such issue or accept or act upon briefs of
the issue  prepared by any party,  (iv) limit the time for  presentation  of any
party's case as well as the amount of  information  or number of witnesses to be
presented in connection  with any hearing,  and (v) impose any other rules which
the  arbitrator  believes  appropriate  to effect a resolution of the dispute as
quickly and  inexpensively  as possible.  The arbitrator will have the exclusive
authority to determine and award costs of arbitration  and the costs incurred by
any party for their attorneys, advisors and consultants.

                                   ARTICLE 11.
                                  MISCELLANEOUS
                                  -------------

      11.1 FURTHER ASSURANCES. In case at any time after the Closing any further
action is necessary  or  desirable to carry out the purposes of this  Agreement,
each of the parties will take such further  action  (including the execution and
delivery  of  such  further  instruments  and  documents)  as  the  other  party
reasonably may request, all at the sole cost and expense of the requesting party
(unless  the  requesting  party is entitled to  indemnification  therefor  under
Article IX).


                                      -45-
<PAGE>
                                                                   Exhibit 10.31

      11.2 NOTICES.  All notices,  requests and other  communications  hereunder
must be in writing and will be deemed to have been duly given only if  delivered
personally against written receipt or by facsimile transmission with answer back
confirmation or mailed (postage prepaid by certified or registered mail,  return
receipt  requested)  or by  overnight  courier to the  parties at the  following
addresses or facsimile numbers:

            If to Parent or Surviving Corporation:

                  Crdentia Corp.
                  14114 Dallas Parkway, Suite 600
                  Dallas, Texas  75254
                  Facsimile No.: (972) 392-2722
                  Attention:  Chief Executive Officer

            with copies to:

                  Kane, Russell, Coleman & Logan, P.C.
                  1601 Elm Street, Suite 3700
                  Dallas, Texas 75201
                  Facsimile No.: (214) 777-4299
                  Attention:  Patrick V. Stark, Esq.

            If to Shareholders:

                  C. Michael Emery
                  23868 Stacey Drive
                  Brownstown, MI  48183
                  Facsimile No.: (734) 758-0215

                  Matthew James Cahillane
                  11220 Beechwood Court
                  Taylor, MI  48180
                  Facsimile No.: (734) 758-0215

            with copies to:

                  Dykema Gossett PLLC
                  400 Renaissance Center
                  Detroit, MI 48243
                  Facsimile No.: (313) 568-6832
                  Attention:  Jin-Kyu Koh

All such  notices,  requests  and  other  communications  will (i) if  delivered
personally to the address as provided in this Section 11.2, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided  in this  Section  11.2,  be deemed  given upon  receipt,  and (iii) if
delivered  by mail in the manner  described  above to the address as provided in
this Section  11.2,  be deemed given upon  receipt (in each case  regardless  of
whether such  notice,  request or other  communication  is received by any other


                                      -46-
<PAGE>
                                                                   Exhibit 10.31

Person to whom a copy of such notice,  request or other  communication  is to be
delivered pursuant to this Section).  Any party from time to time may change its
address,  facsimile  number or other  information  for the purpose of notices to
that party by giving notice specifying such change to the other parties hereto.

      11.3 ENTIRE  AGREEMENT.  This  Agreement  (and all exhibits and  schedules
attached hereto, all other documents delivered in connection herewith) supersede
all prior  discussions  and  agreements  among the parties  with  respect to the
subject  matter  hereof and  contains  the sole and entire  agreement  among the
parties hereto with respect thereto, including,  without limitation, the binding
provision of the letter of intent dated February 15, 2005.

      11.4 WAIVER.  Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the  benefit  thereof,  but no such waiver
shall be effective unless set forth in a written  instrument duly executed by or
on behalf of the party  waiving such term or  condition.  No waiver by any party
hereto of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or  construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.  All remedies,  either under
this  Agreement  or by law or otherwise  afforded,  will be  cumulative  and not
alternative.

      11.5  AMENDMENT.  This Agreement may be amended,  supplemented or modified
only by a written instrument duly executed by or on behalf of each party hereto.

      11.6  NO  THIRD  PARTY  BENEFICIARY.  The  terms  and  provisions  of this
Agreement  are  intended  solely for the benefit of each party  hereto and their
respective  successors or permitted assigns,  and it is not the intention of the
parties to confer  third-party  beneficiary  rights upon any other  Person other
than any Person entitled to indemnity under Article 9.

      11.7 NO ASSIGNMENT;  BINDING EFFECT. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto without the
prior written  consent of the other parties hereto and any attempt to do so will
be void, except that any party's rights to  indemnification  under Article 9 may
be freely assigned. This Agreement is binding upon, inures to the benefit of and
is  enforceable  by the  parties  hereto  and their  respective  successors  and
assigns.

      11.8 HEADINGS.  The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.

      11.9  SEVERABILITY.  If any  provision  of  this  Agreement  is held to be
illegal,  invalid or  unenforceable  under any present or future law, and if the
rights or  obligations  of any party  hereto  under this  Agreement  will not be
materially  and adversely  affected  thereby,  (i) such  provision will be fully
severable,  (ii)  this  Agreement  will be  construed  and  enforced  as if such
illegal,  invalid or unenforceable  provision had never comprised a part hereof,
(iii) the remaining  provisions of this  Agreement will remain in full force and
effect  and  will not be  affected  by the  illegal,  invalid  or  unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision,  there will be added automatically as a part of this


                                      -47-
<PAGE>
                                                                   Exhibit 10.31

Agreement a legal,  valid and enforceable  provision as similar in terms to such
illegal,  invalid or  unenforceable  provision  as may be possible  and mutually
acceptable to the parties herein.

      11.10  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with  the laws of the  State of  Delaware  applicable  to  contracts
executed and performed in such State, without giving effect to conflicts of laws
principles.

      11.11 CONSENT TO  JURISDICTION  AND FORUM  SELECTION.  Each of the Parent,
Acquisition  Co., the Company and the Shareholders  irrevocably  agrees that any
legal action or proceeding  with respect to this Agreement  (including any legal
action or proceeding to enforce the arbitration provisions of this Agreement) or
for the  recognition  and  enforcement  of any  judgment  obtained  through  the
arbitration  provisions of this  Agreement will be brought and determined in the
federal or state courts or other courts  located in Dallas  County,  Texas,  and
each of the Parent,  Acquisition  Co., the Company and the  Shareholders  hereby
irrevocably  submits with regard to any such action or proceeding for itself and
in respect to its  property,  generally  and  unconditionally,  to the exclusive
jurisdiction of the aforesaid courts.

      11.12  CONSTRUCTION.  No provision of this Agreement shall be construed in
favor of or  against  any party on the  ground  that such  party or its  counsel
drafted the provision. Any remedies provided for herein are not exclusive of any
other lawful  remedies  which may be available to either party.  This  Agreement
shall at all times be construed so as to carry out the purposes stated herein.

      11.13  COUNTERPARTS.  This  Agreement  may be  executed  in any  number of
counterparts and by facsimile, each of which will be deemed an original, but all
of which together will constitute one and the same instrument.

      11.14  ATTORNEY'S FEES. In the event any action is brought for enforcement
or interpretation  of this Agreement,  the prevailing party shall be entitled to
recover reasonable attorney's fees and costs incurred in said action.


                [Remainder of page intentionally left blank.]


                                      -48-
<PAGE>
                                                                   Exhibit 10.31

      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto, or their duly authorized officer, as of the date first above
written.


                                    CRDENTIA CORP.
                                    a Delaware corporation d/b/a Crdentia


                                    By:    /s/ Pamela G. Atherton
                                           -------------------------------------
                                    Name:  Pamela G. Atherton

                                    Name:  Pamela G. Atherton
                                    Title: President


                                    HIP ACQUISITION CORPORATION,
                                    a Delaware corporation


                                    By:    /s/ Pamela G. Atherton
                                           -------------------------------------
                                    Name:  Pamela G. Atherton
                                    Title: President


                                    HIP HOLDING, INC.,
                                    a Delaware corporation


                                    By:    /s/ Matthew James Cahillane
                                           -------------------------------------
                                    Name:  Matthew James Cahillane
                                    Title: President


                                    /s/ C. Michael Emery
                                    --------------------
                                    C. Michael Emery
                                    Address: 23868 Stacey Drive
                                             Brownstown, MI  48183


                                    /s/ Michael James Cahillane
                                    ---------------------------
                                    Matthew James Cahillane
                                    Address: 11220 Beechwood Court
                                             Taylor, MI  48180


                                      -49-
<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT A

                              CERTIFICATE OF MERGER





<PAGE>


                                    EXHIBIT B

                        INCREMENTAL REVENUE SHARE FORMULA





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT C

                              LETTER OF TRANSMITTAL





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT D

                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT E

                              EMPLOYMENT AGREEMENT





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT F

                          COMPANY SECRETARY CERTIFICATE





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT G

                                     RELEASE





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT H

                          PARENT SECRETARY CERTIFICATE




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>11
<FILENAME>v015466_ex99-1.txt
<TEXT>

                                                                    Exhibit 99.1

NEWS BULLETIN                                       RE:   CRDENTIA CORP.
     FROM:                                                14114 DALLAS PARKWAY,
 FINANCIAL                                                SUITE 600
RELATIONS BOARD                                           DALLAS, TX 75254
                                                          OTCBB: CRDE
================================================================================

For Further Information:
  AT THE COMPANY:                          AT FINANCIAL RELATIONS BOARD:
  James D. Durham         Pamela Atherton  Lasse Glassen
  Chairman and CEO        President        310-854-8313
  972-850-0780            972-850-0780     lglassen@financialrelationsboard.com
================================================================================

FOR IMMEDIATE RELEASE
March 29, 2005

                       CRDENTIA ACQUIRES TRAVMED USA, INC.

DALLAS - March 29, 2005 - Crdentia Corp. (OTCBB:  CRDE), a leading U.S. provider
of healthcare  staffing  services,  today announced that it has acquired TravMed
USA, Inc., a nationwide provider of travel and per diem nursing services.  Terms
of the transaction were not released.

TravMed, based in Charlotte,  North Carolina, has a database of 4,000 nurses and
currently  has  approximately  450  contracts  with more than  1,200  healthcare
facilities. In addition,  TravMed also has a Government Services Agreement (GSA)
to staff federal healthcare  facilities operated by the Veterans  Administration
and  the  Department  of  Defense.  The  Company  has a broad  geographic  reach
providing its travel and per diem nursing staffing services in 49 states and the
District of  Columbia.  TravMed  was founded in 1997 by Robert  Litton and Steve
Williams.  Robert Litton will continue to oversee the  day-to-day  operations of
TravMed and has joined the Crdentia senior management team.

"I am delighted  to welcome  TravMed to the Crdentia  family,"  said  Crdentia's
Chairman and Chief Executive Officer James D. Durham. "TravMed is a broad-based,
highly  respected and  well-known  name in travel  nursing.  The  combination of
TravMed with Crdentia's  current travel nurse operation  carves out a definitive
niche for our company in the travel nurse staffing industry. "

Robert  Litton,  co-founder  of TravMed,  commented "I am excited  about joining
Crdentia and integrating  the companies'  travel nursing  operations.  I believe
that Crdentia's size and scope along with its unique  multidimensional  approach
to  healthcare  staffing  services  will provide  opportunities  that will allow
TravMed to grow faster than it would have on a stand-alone basis."

Crdentia's  President  Pamela  Atherton  stated,  "TravMed's  GSA  contract is a
significant entry point for Crdentia into federal  healthcare  facilities and we
will look to expand  this  business  as a combined  company  going  forward.  In
addition,   consolidating   the  TravMed  and  existing  Crdentia  travel  nurse
businesses  will  result  in  significant  annual  cost  savings  and  operating
efficiencies that will improve our competitiveness in the marketplace."

                                     -more-

             Financial Relations Board serves as financial relations
                    counsel to this company, is acting on the
                  company's behalf in issuing this bulletin and
                        receiving compensation therefor.

                        The information contained herein
                          is furnished for information
                           purposes only and is not to
                           be construed as an offer to
                             buy or sell securities.

<PAGE>

TravMed USA, Inc. represents one of several recent acquisitions announced by
Crdentia focusing on healthcare staffing services. Founded in August 2002,
Crdentia successfully integrated four acquisitions in 2003 along with two
acquisitions in 2004. Crdentia currently ranks among the 10 largest healthcare
staffing providers in the U.S. market.

ABOUT CRDENTIA CORP.

Crdentia Corp. is one of the nation's leading providers of healthcare staffing
services. Crdentia seeks to capitalize on an opportunity that currently exists
in the healthcare industry by targeting the critical nursing shortage issue.
There are many small, private companies that are addressing the rapidly
expanding needs of the healthcare industry. Unfortunately, due to their
relatively small capitalization, they are unable to maximize their potential,
obtain outside capital or expand. By consolidating well-run small private
companies into a larger public entity, Crdentia intends to facilitate access to
capital, the acquisition of technology, and expanded distribution that, in turn,
drive internal growth. For more information, visit www.crdentia.com.

FORWARD LOOKING STATEMENTS

Statements contained in this release that are not historical facts are
forward-looking statements that involve risks and uncertainties. Among the
important factors which could cause actual results to differ materially from
those in the forward-looking statements include, but are not limited to, those
discussed in "Risk Factors" in the Company's Forms 10-KSB, Forms 10-QSB, and
other filings with the Securities and Exchange Commission. Such risk factors
include, but are not limited to, a limited operating history with no earnings;
reliance on the Company's management team, members of which have other business
interests; the ability to successfully implement the Company's business plan;
the ability to continue as a going concern; the ability to fund the Company's
business and acquisition strategy; the growth of the temporary healthcare
professional staffing business; difficulty in managing operations of acquired
businesses; uncertainty in government regulation of the healthcare industry; and
the limited public market for the Company's common stock. The actual results
that the Company achieves may differ materially from any forward-looking
statements due to such risks and uncertainties. We undertake no obligation to
revise or update publicly any forward-looking statements for any reason.

                                      # # #

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C6
<SEQUENCE>12
<FILENAME>v015466_ex99-2.txt
<TEXT>

                                                                    Exhibit 99.2

NEWS BULLETIN                           RE:      CRDENTIA CORP.
   FROM:                                         14114 DALLAS PARKWAY,
FINANCIAL                                        SUITE 600
RELATIONS BOARD                                  DALLAS, TX 75254
                                                 OTCBB: CRDE
================================================================================

For Further Information:

  AT THE COMPANY:                          AT FINANCIAL RELATIONS BOARD:
  James D. Durham      Pamela Atherton     Lasse Glassen
  Chairman and CEO     President           310-854-8313
  972-850-0780         972-850-0780        lglassen@financialrelationsboard.com

================================================================================

FOR IMMEDIATE RELEASE
MARCH 30, 2005

             CRDENTIA TO ACQUIRE HEALTH INDUSTRY PROFESSIONALS, LLC

DALLAS - MARCH 30, 2005 - CRDENTIA CORP. (OTCBB: CRDE), a leading U.S. provider
of healthcare staffing services, today announced that it has acquired Health
Industry Professionals, LLC, a provider of per diem nursing services throughout
the Detroit metropolitan area. Terms of the transaction were not released.

Founded in 1997, Health Industry Professionals has a strong existing client base
with major hospitals in the region and several local Fortune 500 companies where
it provides staffing for on-site private medical clinics. In addition to per
diem nursing services, the Company also offers hourly and private duty home care
services. Health Industry Professionals has a database of approximately 900
healthcare professionals and will continue to operate under the direction of
co-founders Matthew Cahillane and C. Michael Emery, who have joined Crdentia's
senior management team.

"I am very pleased to announce Crdentia's acquisition of Health Industry
Professionals," said Crdentia's Chairman and Chief Executive Officer James D.
Durham. "Health Industry Professionals is a well-run company with a strong local
reputation and an impressive customer base--all qualities we look for in
potential acquisition targets. As part of the Crdentia team, I believe we can
take Health Industry Professionals to the next level of growth while further
establishing the Crdentia footprint in a major metropolitan market."

In a joint statement, Health Industry Professionals co-founders Matthew
Cahillane and C. Michael Emery commented, "We are strong believers in Crdentia's
multidimensional approach to healthcare staffing services and feel that the
Health Industry Professionals brand will flourish as part of Crdentia. With
access to Crdentia's staffing resources and industry expertise, we are very
excited about the opportunity to expand our market leading position."

Commenting on the acquisition, Crdentia's President Pamela Atherton stated,
"Like many major cities across the country, Detroit is experiencing a severe
shortage of qualified healthcare workers resulting in a significant number of
unfilled staffing requests. We will look to augment Health Industry
Professional's strong per diem staffing services and local market acumen with
Crdentia's travel nurses to accelerate our growth prospects."


                                    - more -

                  Financial Relations Board serves as financial
                      relations counsel to this company, is
                        acting on the company's behalf in
                       issuing this bulletin and receiving
                             compensation therefor.

                The information contained herein is furnished for
                     information purposes only and is not to
                     be construed as an offer to buy or sell
                                   securities.

<PAGE>


Health Industry Professionals represents one of two acquisitions recently
announced by Crdentia in 2005 focusing on healthcare staffing services. Founded
in August 2002, Crdentia successfully integrated four acquisitions in 2003 along
with two acquisitions in 2004. Crdentia currently ranks among the 10 largest
healthcare staffing providers in the U.S. market.

ABOUT CRDENTIA CORP.

Crdentia Corp. is one of the nation's leading providers of healthcare staffing
services. Crdentia seeks to capitalize on an opportunity that currently exists
in the healthcare industry by targeting the critical nursing shortage issue.
There are many small, private companies that are addressing the rapidly
expanding needs of the healthcare industry. Unfortunately, due to their
relatively small capitalization, they are unable to maximize their potential,
obtain outside capital or expand. By consolidating well-run small private
companies into a larger public entity, Crdentia intends to facilitate access to
capital, the acquisition of technology, and expanded distribution that, in turn,
drive internal growth. For more information, visit www.crdentia.com.

FORWARD LOOKING STATEMENTS

Statements contained in this release that are not historical facts are
forward-looking statements that involve risks and uncertainties. Among the
important factors which could cause actual results to differ materially from
those in the forward-looking statements include, but are not limited to, those
discussed in "Risk Factors" in the Company's Forms 10-KSB, Forms 10-QSB, and
other filings with the Securities and Exchange Commission. Such risk factors
include, but are not limited to, a limited operating history with no earnings;
reliance on the Company's management team, members of which have other business
interests; the ability to successfully implement the Company's business plan;
the ability to continue as a going concern; the ability to fund the Company's
business and acquisition strategy; the growth of the temporary healthcare
professional staffing business; difficulty in managing operations of acquired
businesses; uncertainty in government regulation of the healthcare industry; and
the limited public market for the Company's common stock. The actual results
that the Company achieves may differ materially from any forward-looking
statements due to such risks and uncertainties. We undertake no obligation to
revise or update publicly any forward-looking statements for any reason.

                                      # # #

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