<SUBMISSION>
<ACCESSION-NUMBER>0001144204-05-017476
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>14
<FILING-DATE>20050527
<DATE-OF-FILING-DATE-CHANGE>20050527
<EFFECTIVENESS-DATE>20050527
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CRDENTIA CORP
<CIK>0001073857
<ASSIGNED-SIC>7361
<IRS-NUMBER>760585701
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-125323
<FILM-NUMBER>05864233
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>14114 DALLAS PARKWAY
<STREET2>SUITE 600
<CITY>DALLAS
<STATE>TX
<ZIP>75254
<PHONE>972-850-0780
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>14114 DALLAS PARKWAY
<STREET2>SUITE 600
<CITY>DALLAS
<STATE>TX
<ZIP>75254
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LIFEN INC
<DATE-CHANGED>20001115
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>DIGIVISION INTERNATIONAL LTD
<DATE-CHANGED>20001005
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>v019246_s8.txt
<TEXT>
      As filed with the Securities and Exchange Commission on May 27, 2005
                                                     Registration No. 333-______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                                 CRDENTIA CORP.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                    76-0585701
 -------------------------------                   -------------------------
 (State or Other Jurisdiction of                     (I.R.S. Employer
  Incorporation or Organization)                   Identification Number)

                         14114 Dallas Parkway, Suite 600
                               Dallas, Texas 75254
                                 (972) 850-0780
                    (Address of Principal Executive Offices)
                           ---------------------------

                            2004 Stock Incentive Plan
  Option and Restricted Stock Grants to and Purchase Rights of James D. Durham
                   Pursuant to Written Compensation Agreements
            Option and Restricted Stock Grants to Pamela G. Atherton
                   Pursuant to Written Compensation Agreements
  Option Grants to Thomas F. Herman Pursuant to Written Compensation Agreements
   Option Grants to C. Fred Toney Pursuant to Written Compensation Agreements
            Restricted Stock Grants to James J. TerBeest Pursuant to
                         Written Compensation Agreements
              Restricted Stock Grants to Vicki L. Smith Pursuant to
                         Written Compensation Agreements
                           (Full title of the Plan(s))
                           ---------------------------

                                 James D. Durham
                             Chief Executive Officer
                                 Crdentia Corp.
                         14114 Dallas Parkway, Suite 600
                               Dallas, Texas 75254
                                 (972) 850-0780
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           ---------------------------

                                    Copy to:
                             Steven G. Rowles, Esq.
                             Morrison & Foerster LLP
                       3811 Valley Centre Drive, Suite 500
                           San Diego, California 92130
                                 (858) 720-5100
                           ---------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
                                                                   Proposed maximum      Proposed maximum       Amount of
                                                  Amount to         offering price      aggregate offering     registration
    Title of Securities to be Registered      be registered (1)       per share                price               fee
-----------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                  <C>                  <C>                  <C>
2004 Stock Incentive Plan
Common Stock, par value $0.0001 per share         1,456,324(2)           (3)                $  2,856,697         $    337
-----------------------------------------------------------------------------------------------------------------------------
Option Grants to James D. Durham
Common Stock, par value $0.0001 per share         5,689,092              (4)                $  5,743,609         $    677
-----------------------------------------------------------------------------------------------------------------------------
Option Grants to Pamela G. Atherton
Common Stock, par value $0.0001 per share         1,322,742              (5)                $  2,930,164         $    345
-----------------------------------------------------------------------------------------------------------------------------
Restricted Stock Grant to James J. TerBeest
Common Stock, par value $0.0001 per share           500,000              (6)                $    925,000         $    109
-----------------------------------------------------------------------------------------------------------------------------
Restricted Stock Grant to Vicki L. Smith
Common Stock, par value $0.0001 per share           300,000              (7)                $    555,000         $     66
-----------------------------------------------------------------------------------------------------------------------------
Option Grant to Thomas F. Herman
Common Stock, par value $0.0001 per share            33,333            $2.88(8)             $     96,000         $     12
-----------------------------------------------------------------------------------------------------------------------------
Option Grant to C. Fred Toney                        33,333            $2.88(8)             $     96,000         $     12
Common Stock, par value $0.0001 per share
=============================================================================================================================
Total                                             9,334,824                                 $ 13,202,470         $  1,558
=============================================================================================================================
</TABLE>

<PAGE>

(1)   Pursuant to Rule 416(a), this Registration Statement shall also cover any
      additional shares of the Registrant's common stock, par value $0.0001 per
      share ("Common Stock") that may be offered or issued in connection with
      any stock dividend, stock split, recapitalization or other similar
      transaction effected without receipt of consideration that increases the
      number of outstanding shares of Common Stock.

(2)   Represents (a) 49,999 shares of Common Stock reserved for issuance upon
      the exercise of outstanding options granted under the 2004 Stock Incentive
      Plan; and (b) 1,406,325 shares of Common Stock available for future grants
      under the 2004 Stock Incentive Plan.

(3)   This estimate is made pursuant to Rule 457(h) solely for purposes of
      calculating the registration fee and is determined according to the
      following information: (a) with respect to 49,999 shares of Common Stock
      reserved for issuance upon the exercise of outstanding options granted
      under the 2004 Stock Incentive Plan, the Proposed Maximum Offering Price
      is $5.10 per share, which is the weighted average exercise price of the
      options granted; and (b) with respect to 1,406,325 shares of Common Stock
      available for future grants under the 2004 Stock Incentive Plan, the
      Proposed Maximum Offering Price is $1.85 per share, which is based upon
      the average of the high and low selling prices of the Common Stock on May
      25, 2005, as reported on the Over-the-Counter Bulletin Board (the
      "OTCBB").

(4)   This estimate is made pursuant to Rule 457(h) solely for purposes of
      calculating the registration fee and is determined according to the
      following information: (a) with respect to 922,426 shares of Common Stock
      reserved for issuance upon the exercise of outstanding purchase rights
      granted to Mr. Durham, the Proposed Maximum Offering Price is $0.0003 per
      share; (b) with respect to 2,333,333 shares of Common Stock reserved for
      issuance upon the exercise of outstanding options issued to Mr. Durham,
      the Proposed Maximum Offering Price is $0.30 per share; (c) with respect
      to 433,333 shares of Common Stock reserved for issuance upon the exercise
      of outstanding options issued to Mr. Durham, the Proposed Maximum Offering
      Price is $3.10 per share, and (d) with respect to 2,000,000 shares of
      Common Stock to be issued to Mr. Durham on the day immediately following
      the effective date of this Registration Statement, the Proposed Maximum
      Offering Price is $1.85 per share, which is based upon the average of the
      high and low selling prices of the Common Stock on May 25, 2005, as
      reported on the OTCBB.

(5)   This estimate is made pursuant to Rule 457(h) solely for purposes of
      calculating the registration fee and is determined according to the
      following information: (a) with respect to 206,075 shares of Common Stock
      reserved for issuance upon the exercise of outstanding options issued to
      Ms. Atherton, the Proposed Maximum Offering Price is $2.88 per share; (b)
      with respect to 216,667 shares of Common Stock reserved for issuance upon
      the exercise of outstanding options issued to Ms. Atherton, the Proposed
      Maximum Offering Price is $3.10 per share; and (c) with respect to 900,000
      shares of Common Stock to be issued to Ms. Atherton on the day immediately
      following the effective date of this Registration Statement, for which the
      Proposed Maximum Offering Price is $1.85 per share, which is based upon
      the average of the high and low selling prices of the Common Stock on May
      25, 2005, as reported on the OTCBB.

(6)   This estimate is made pursuant to Rule 457(h) solely for purposes of
      calculating the registration fee with respect to 500,000 shares of Common
      Stock to be issued to Mr. TerBeest on the day immediately following the
      effective date of this Registration Statement, for which the Proposed
      Maximum Offering Price is $1.85 per share, which is based upon the average
      of the high and low selling prices of the Common Stock on May 25, 2005, as
      reported on the OTCBB.

(7)   This estimate is made pursuant to Rule 457(h) solely for purposes of
      calculating the registration fee with respect to 300,000 shares of Common
      Stock to be issued to Ms. Smith on the day immediately following the
      effective date of this Registration Statement, for which the Proposed
      Maximum Offering Price is $1.85 per share, which is based upon the average
      of the high and low selling prices of the Common Stock on May 25, 2005, as
      reported on the OTCBB.

(8)   This estimate is made pursuant to Rule 457(h) solely for purposes of
      calculating the registration fee with respect to 33,333 shares of Common
      Stock reserved for issuance upon the exercise of outstanding options
      issued to each of Mr. Herman and Mr. Toney, for which the Proposed Maximum
      Offering Price is $2.88 per share.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.

      Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

      Not required to be filed with this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the Securities and Exchange Commission
(the "SEC") by Crdentia Corp. (the "Company") are incorporated by reference in
this Registration Statement:

      (1) The Company's latest annual report on Form 10-KSB filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 2004 as filed with the SEC on March 31,
2005.

      (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.

      (3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB filed under Section 12(g) of the
Exchange Act on August 3, 2001, including any subsequent amendment or report
filed for the purpose of amending such description.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.


      Section 145 of the Delaware Corporation Law provides that a Delaware
corporation may indemnify any person against expenses, judgments, fines and
settlements actually and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or proceeding in which he
is involved by reason of the fact that he is or was a director, officer,
employee or agent of such corporation, provided that (i) he acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and (ii) with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful. If
the action or suit is by or in the name of the corporation, the corporation may
indemnify such person against expenses actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation for negligence or misconduct in
the performance of his duty to the corporation, unless and only to the extent
that the Delaware Court of Chancery or the court in which the action or suit is
brought determines upon application that, despite the adjudication of liability
but in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.

<PAGE>

      As permitted by Section 102 of the Delaware General Corporation Law, the
Company has adopted provisions in its restated certificate of incorporation and
amended and restated bylaws that limit or eliminate the personal liability of
its directors for a breach of their fiduciary duty of care as a director. The
duty of care generally requires that, when acting on behalf of the Company,
directors exercise an informed business judgment based on all material
information reasonably available to them. Consequently, a director will not be
personally liable to the Company or its stockholders for monetary damages or
breach of fiduciary duty as a director, except for liability for:

      o     any breach of the director's duty of loyalty to the Company or its
            stockholders;

      o     any act or omission not in good faith or that involves intentional
            misconduct or a knowing violation of law;

      o     any act related to unlawful stock repurchases, redemptions or other
            distributions or payment of dividends; or

      o     any transaction from which the director derived an improper personal
            benefit.

These limitations of liability do not affect the availability of equitable
remedies such as injunctive relief or rescission.

      As permitted by Section 145 of the Delaware General Corporation Law, the
Company's amended and restated bylaws provide that:

      o     the Company may indemnify its directors, officers and employees to
            the fullest extent permitted by the Delaware General Corporation
            Law, subject to limited exceptions;

      o     the Company may advance expenses to its directors, officers and
            employees in connection with a legal proceeding to the fullest
            extent permitted by the Delaware General Corporation Law, subject to
            limited exceptions; and

      o     the rights provided in its amended and restated bylaws are not
            exclusive.

      We have entered into indemnification agreements with each of our directors
and executive officers. These indemnification agreements provide that we hold
harmless and indemnify each such director and executive officer to the fullest
extent authorized or permitted by law. In addition, subject to certain
conditions, these indemnification agreements provide for payment of expenses
(including attorney's fees) actually and reasonably incurred in connection with
any threatened, pending or completed proceeding to which the indemnified
director or executive officer or employee is, was or at any time becomes a
party, or is threatened to be made a party, by reason of the fact that he or she
is, was or at any time becomes a director or executive officer of us, or is or
was serving or at any time serves at the request of us as a director or
executive officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. In addition, we have purchased
policies of directors' and officers' liability insurance, which insure our
directors and executive officers against the cost of defense, settlement or
payment of a judgment in some circumstances.

Item 7. Exemption From Registration Claimed.

      Not applicable.

<PAGE>

Item 8. Exhibits.

Exhibit Numbers                Exhibit Description
---------------                -------------------

     4.1(1)              Restated Certificate of Incorporation.

     4.2(2)              Certificate of Amendment to Restated Certificate
                         of Incorporation.

     4.3(3)              Certificate of Amendment to Restated Certificate
                         of Incorporation.

     4.4(3)              Certificate of Correction of Certificate of
                         Amendment to Restated Certificate of
                         Incorporation.

     4.5(3)              Certificate of Correction of Certificate of
                         Amendment to Restated Certificate of
                         Incorporation.

     4.6(4)              Certificate of Amendment to Restated Certificate
                         of Incorporation.

     4.7(1)              Restated Bylaws.

     5.1                 Opinion of Morrison & Foerster LLP.

     23.1                Consent of KBA Group LLP.

     23.2                Consent of BDO Seidman, LLP.

     23.3                Consent of Morrison & Foerster LLP (contained in
                         Exhibit 5.1).

     24.1                Power of Attorney (included in the signature page
                         of this Registration Statement).

     99.1                Crdentia Corp. 2004 Stock Incentive Plan.

     99.2                Form of Notice of Stock Option Award and Stock
                         Option Award Agreement (Employees) under the
                         Crdentia Corp. 2004 Stock Incentive Plan.

     99.3(5)             Form of Notice of Stock Option Award and Stock
                         Option Award Agreement (Directors) under the
                         Crdentia Corp. 2004 Stock Incentive Plan.

     99.4                Form of Notice of Stock Option Award and Stock
                         Option Award Agreement (Senior Officers) under the
                         Crdentia Corp. 2004 Stock Incentive Plan.

     99.5                Form of Notice of Stock Bonus Award and Stock
                         Bonus Award Agreement under the Crdentia Corp.
                         2004 Stock Incentive Plan.

     99.5(1)             Common Stock Purchase Agreement dated May 15, 2002
                         by and among Lifen, Inc., the individual
                         stockholders of the Company listed on Schedule A
                         thereto and James D. Durham and Malahide
                         Investments.

     99.6(6)             Notice of Stock Option Award dated December 31,
                         2003 by and between Crdentia Corp. and James D.
                         Durham.

     99.7(6)             Stock Option Plan and Award Agreement dated
                         December 31, 2003 by and between Crdentia Corp.
                         and James Durham.

     99.8(6)             Bonus and Other Agreement dated December 31, 2003
                         by and between Crdentia Corp. and James D. Durham.

     99.9(6)             Notice of Stock Option Award and Stock Option
                         Award Agreement dated August 3, 2004 by and
                         between Crdentia Corp. and James Durham.

     99.10               Form of Notice of Restricted Stock Bonus Award
                         Agreement and Restricted Stock Bonus Award
                         Agreement by and between Crdentia Corp. and James
                         D. Durham.

     99.11(8)            Notice of Stock Option Award and Stock Option
                         Award Agreement dated December 22, 2003 by and
                         between Crdentia Corp. and Pamela G. Atherton.

     99.12(7)            Notice of Stock Option Award and Stock Option
                         Award Agreement dated August 3, 2004 by and
                         between Crdentia Corp. and Pamela G. Atherton.

     99.13               Form of Notice of Restricted Stock Bonus Award
                         Agreement and Restricted Stock Bonus Award
                         Agreement by and between Crdentia Corp. and Pamela
                         G. Atherton.

     99.14(8)            Notice of Stock Option Award and Stock Option
                         Award Agreement dated December 16, 2003 by and
                         between Crdentia Corp. and Thomas H. Herman.

     99.15               Amendment to Notice of Stock Award and Stock
                         Option Agreement dated April 8, 2004 by and
                         between Crdentia Corp. and Thomas H. Herman.

     99.16(8)            Notice of Stock Option Award and Stock Option
                         Award Agreement dated December 16, 2003 by and
                         between Crdentia Corp. and C. Fred Toney.

     99.17               Amendment to Notice of Stock Award and Stock
                         Option Agreement dated April 8, 2004 by and
                         between Crdentia Corp. and C. Fred Toney.

     99.18               Form of Notice of Restricted Stock Bonus Award and
                         Restricted Stock Bonus Award Agreement by and
                         between Crdentia Corp. and James J. TerBeest.

     99.19               Form of Notice of Restricted Stock Bonus Award and
                         Restricted Stock Bonus Award Agreement by and
                         between Crdentia Corp. and Vicki L. Smith.

<PAGE>

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

(1)   Previously filed as an exhibit to the Registrant's report on Form 8-K
      filed with the Securities and Exchange Commission on August 22, 2002 and
      incorporated herein by reference.

(2)   Previously filed as an exhibit to the Registrant's report on Form 10-QSB
      filed with the Securities and Exchange Commission on August 12, 2003 and
      incorporated herein by reference.

(3)   Previously filed as an exhibit to the Registrant's report on Form 8-K/A
      filed with the Securities and Exchange Commission on June 28, 2004 and
      incorporated herein by reference.

(4)   Previously filed as an exhibit to the Registrant's report on Form 8 filed
      with the Securities and Exchange Commission on January 7, 2005 and
      incorporated herein by reference.

(5)   Previously filed as an exhibit to the Registrant's report on Form 10-KSB
      filed with the Securities and Exchange Commission on March 31, 2005 and
      incorporated herein by reference.

(6)   Previously filed as an exhibit to the report on Form 8-K filed with the
      Securities and Exchange Commission on January 12, 2004 and incorporated
      herein by reference.

(7)   Previously filed as an exhibit to the report on Form 10-QSB filed with the
      Securities and Exchange Commission on November 15, 2004 and incorporated
      herein by reference.

(8)   Previously filed as an exhibit to the report on Form 10-KSB filed with the
      Securities and Exchange Commission on March 30, 2004 and incorporated
      herein by reference.

Item 9. Undertakings.

      (a) The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.

provided, however, that the undertakings set forth in paragraphs (a)(l)(i) and
(a)(l)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

<PAGE>

            (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of the expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on this 27th day of May, 2005.

                                       CRDENTIA CORP.


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

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, James D. Durham
and James J. TerBeest his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
               Signature                                       Title                                    Date
               ---------                                       -----                                    ----
<S>                                         <C>                                                     <C>
      /s/  James D. Durham                             Chief Executive Officer
--------------------------------                    (Principal Executive Officer)                   May 27, 2005
            James D. Durham

      /s/  James J. TerBeest                          Chief Financial Officer
--------------------------------            (Principal Financial and Accounting Officer)            May 27, 2005
           James J. TerBeest

      /s/  Joseph M. DeLuca                           Director                                      May 27, 2005
--------------------------------
           Joseph M. DeLuca

     /s/  Thomas F. Herman                            Director                                      May 27, 2005
--------------------------------
           Thomas F. Herman

      /s/  Robert J. Kenneth                          Director                                      May 27, 2005
--------------------------------
           Robert J. Kenneth

       /s/  Robert P. Oliver                          Director                                      May 27, 2005
--------------------------------
           Robert P. Oliver

         /s/  C. Fred Toney                           Director                                      May 27, 2005
--------------------------------
            C. Fred Toney
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

Exhibit Numbers                Exhibit Description
---------------                -------------------

     4.1(1)              Restated Certificate of Incorporation.

     4.2(2)              Certificate of Amendment to Restated Certificate
                         of Incorporation.

     4.3(3)              Certificate of Amendment to Restated Certificate
                         of Incorporation.

     4.4(3)              Certificate of Correction of Certificate of
                         Amendment to Restated Certificate of
                         Incorporation.

     4.5(3)              Certificate of Correction of Certificate of
                         Amendment to Restated Certificate of
                         Incorporation.

     4.6(4)              Certificate of Amendment to Restated Certificate
                         of Incorporation.

     4.7(1)              Restated Bylaws.

     5.1                 Opinion of Morrison & Foerster LLP.

     23.1                Consent of KBA Group LLP.

     23.2                Consent of BDO Seidman, LLP.

     23.3                Consent of Morrison & Foerster LLP (contained in
                         Exhibit 5.1).

     24.1                Power of Attorney (included in the signature page
                         of this Registration Statement).

     99.1                Crdentia Corp. 2004 Stock Incentive Plan.

     99.2                Form of Notice of Stock Option Award and Stock
                         Option Award Agreement (Employees) under the
                         Crdentia Corp. 2004 Stock Incentive Plan.

     99.3(5)             Form of Notice of Stock Option Award and Stock
                         Option Award Agreement (Directors) under the
                         Crdentia Corp. 2004 Stock Incentive Plan.

     99.4                Form of Notice of Stock Option Award and Stock
                         Option Award Agreement (Senior Officers) under the
                         Crdentia Corp. 2004 Stock Incentive Plan.

     99.5                Form of Notice of Stock Bonus Award and Stock
                         Bonus Award Agreement under the Crdentia Corp.
                         2004 Stock Incentive Plan.

     99.5(1)             Common Stock Purchase Agreement dated May 15, 2002
                         by and among Lifen, Inc., the individual
                         stockholders of the Company listed on Schedule A
                         thereto and James D. Durham and Malahide
                         Investments.

     99.6(6)             Notice of Stock Option Award dated December 31,
                         2003 by and between Crdentia Corp. and James D.
                         Durham.

     99.7(6)             Stock Option Plan and Award Agreement dated
                         December 31, 2003 by and between Crdentia Corp.
                         and James Durham.

     99.8(6)             Bonus and Other Agreement dated December 31, 2003
                         by and between Crdentia Corp. and James D. Durham.

     99.9(6)             Notice of Stock Option Award and Stock Option
                         Award Agreement dated August 3, 2004 by and
                         between Crdentia Corp. and James Durham.

     99.10               Form of Notice of Restricted Stock Bonus Award
                         Agreement and Restricted Stock Bonus Award
                         Agreement by and between Crdentia Corp. and James
                         D. Durham.

     99.11(8)            Notice of Stock Option Award and Stock Option
                         Award Agreement dated December 22, 2003 by and
                         between Crdentia Corp. and Pamela G. Atherton.

     99.12(7)            Notice of Stock Option Award and Stock Option
                         Award Agreement dated August 3, 2004 by and
                         between Crdentia Corp. and Pamela G. Atherton.

     99.13               Form of Notice of Restricted Stock Bonus Award
                         Agreement and Restricted Stock Bonus Award
                         Agreement by and between Crdentia Corp. and Pamela
                         G. Atherton.

     99.14(8)            Notice of Stock Option Award and Stock Option
                         Award Agreement dated December 16, 2003 by and
                         between Crdentia Corp. and Thomas H. Herman.

     99.15               Amendment to Notice of Stock Award and Stock
                         Option Agreement dated April 8, 2004 by and
                         between Crdentia Corp. and Thomas H. Herman.

     99.16(8)            Notice of Stock Option Award and Stock Option
                         Award Agreement dated December 16, 2003 by and
                         between Crdentia Corp. and C. Fred Toney.

     99.17               Amendment to Notice of Stock Award and Stock
                         Option Agreement dated April 8, 2004 by and
                         between Crdentia Corp. and C. Fred Toney.

     99.18               Form of Notice of Restricted Stock Bonus Award and
                         Restricted Stock Bonus Award Agreement by and
                         between Crdentia Corp. and James J. TerBeest.

     99.19               Form of Notice of Restricted Stock Bonus Award and
                         Restricted Stock Bonus Award Agreement by and
                         between Crdentia Corp. and Vicki L. Smith.

<PAGE>

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

(1)   Previously filed as an exhibit to the Registrant's report on Form 8-K
      filed with the Securities and Exchange Commission on August 22, 2002 and
      incorporated herein by reference.

(2)   Previously filed as an exhibit to the Registrant's report on Form 10-QSB
      filed with the Securities and Exchange Commission on August 12, 2003 and
      incorporated herein by reference.

(3)   Previously filed as an exhibit to the Registrant's report on Form 8-K/A
      filed with the Securities and Exchange Commission on June 28, 2004 and
      incorporated herein by reference.

(4)   Previously filed as an exhibit to the Registrant's report on Form 8 filed
      with the Securities and Exchange Commission on January 7, 2005 and
      incorporated herein by reference.

(5)   Previously filed as an exhibit to the Registrant's report on Form 10-KSB
      filed with the Securities and Exchange Commission on March 31, 2005 and
      incorporated herein by reference.

(6)   Previously filed as an exhibit to the report on Form 8-K filed with the
      Securities and Exchange Commission on January 12, 2004 and incorporated
      herein by reference.

(7)   Previously filed as an exhibit to the report on Form 10-QSB filed with the
      Securities and Exchange Commission on November 15, 2004 and incorporated
      herein by reference.

(8)   Previously filed as an exhibit to the report on Form 10-KSB filed with the
      Securities and Exchange Commission on March 30, 2004 and incorporated
      herein by reference.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>v019246_ex5-1.txt
<TEXT>
                                                                     EXHIBIT 5.1

                       OPINION OF MORRISON & FOERSTER LLP

May 27, 2005

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

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 of
Crdentia Corp., a Delaware corporation (the "Company"), to be filed with the
Securities and Exchange Commission (the "Registration Statement"), relating to
the registration under the Securities Act of 1933, as amended, of an aggregate
of 9,334,824 shares of the Company's common stock, $0.0001 par value per share
(the "Stock") which will be issuable under the Company's 2004 Stock Incentive
Plan (the "Plan") and options, restricted stock grants and purchase rights made
pursuant to written compensation arrangements (collectively, the "Stock
Rights").

As counsel to the Company, we have examined the proceedings taken by the Company
in connection with the adoption of the Plan and the issuance of the Stock
pursuant to the Plan and the Stock Rights, and such documents as we have deemed
necessary to render this opinion. For the purpose of the opinion rendered below,
we have assumed that in connection with the issuance of Stock pursuant to the
Plan and in connection with the Stock Rights, the Company will receive
consideration in an amount not less than the aggregate par value of the Stock
covered by each such issuance.

Based upon and subject to the foregoing, we are of the opinion that the Stock,
when issued pursuant to the terms of the Plan and upon exercise of the Stock
Rights, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ Morrison & Foerster LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>v019246_ex23-1.txt
<TEXT>

                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Crdentia Corp. for the registration of 9,334,824 shares of its
common stock of our report dated March 29, 2005, with respect to the
consolidated financial statements of Crdentia Corp. included in its Form 10-KSB
for the year ended December 31, 2004, filed with the Securities and Exchange
Commission.

/s/ KBA Group LLP
--------------------
KBA Group LLP
Dallas, Texas
May 27, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>v019246_ex23-2.txt
<TEXT>

                                                                    EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Crdentia Corp.
Dallas, Texas

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated March 24, 2004, relating to the
consolidated financial statements of Crdentia Corp. appearing in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2003.



/s/ BDO Seidman, LLP
-------------------------
San Francisco, California
May 27, 2005

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>v019246_ex99-1.txt
<TEXT>
                                                                    EXHIBIT 99.1

                                 CRDENTIA CORP.

                            2004 STOCK INCENTIVE PLAN

      1. Purposes of the Plan. The purposes of this Plan are to attract and
retain the best available personnel, to provide additional incentives to
Employees, Directors and Consultants and to promote the success of the Company's
business.

      2. Definitions. The following definitions shall apply as used herein and
in the individual Award Agreements except as defined otherwise in an individual
Award Agreement. In the event a term is separately defined in an individual
Award Agreement, such definition shall supercede the definition contained in
this Section 2.

            (a) "Administrator" means the Board or any of the Committees
appointed to administer the Plan.

            (b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

            (c) "Applicable Laws" means the legal requirements relating to the
Plan and the Awards under applicable provisions of federal securities laws,
state corporate and securities laws, the Code, the rules of any applicable stock
exchange or national market system, and the rules of any non-U.S. jurisdiction
applicable to Awards granted to residents therein.

            (d) "Assumed" means that pursuant to a Corporate Transaction either
(i) the Award is expressly affirmed by the Company or (ii) the contractual
obligations represented by the Award are expressly assumed (and not simply by
operation of law) by the successor entity or its Parent in connection with the
Corporate Transaction with appropriate adjustments to the number and type of
securities of the successor entity or its Parent subject to the Award and the
exercise or purchase price thereof which at least preserves the compensation
element of the Award existing at the time of the Corporate Transaction as
determined in accordance with the instruments evidencing the agreement to assume
the Award.

            (e) "Award" means the grant of an Option, SAR, Dividend Equivalent
Right, Restricted Stock, Restricted Stock Unit or other right or benefit under
the Plan.

            (f) "Award Agreement" means the written agreement evidencing the
grant of an Award executed by the Company and the Grantee, including any
amendments thereto.

            (g) "Board" means the Board of Directors of the Company.

            (h) "Cause" means, with respect to the termination by the Company or
a Related Entity of the Grantee's Continuous Service, that such termination is
for "Cause" as such term is expressly defined in a then-effective written
agreement between the Grantee and the Company or such Related Entity, or in the
absence of such then-effective written agreement and definition, is based on, in
the determination of the Administrator, the Grantee's: (i) performance of any
act or failure to perform any act in bad faith and to the detriment of the
Company or a Related Entity; (ii) dishonesty, intentional misconduct or material
breach of any agreement with the Company or a Related Entity; or (iii)
commission of a crime involving dishonesty, breach of trust, or physical or
emotional harm to any person.


                                       1
<PAGE>

            (i) "Change in Control" means a change in ownership or control of
the Company effected through either of the following transactions:

                  (i) the direct or indirect acquisition by any person or
related group of persons (other than an acquisition from or by the Company or by
a Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities pursuant to
a tender or exchange offer made directly to the Company's stockholders which a
majority of the Continuing Directors who are not Affiliates or Associates of the
offeror do not recommend such stockholders accept, or

                  (ii) a change in the composition of the Board over a period of
thirty-six (36) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who are
Continuing Directors.

            (j) "Code" means the Internal Revenue Code of 1986, as amended.

            (k) "Committee" means any committee composed of members of the Board
appointed by the Board to administer the Plan.

            (l) "Common Stock" means the common stock of the Company.

            (m) "Company" means Crdentia Corp., a Delaware corporation, or any
successor corporation that adopts the Plan in connection with a Corporate
Transaction..

            (n) "Consultant" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

            (o) "Continuing Directors" means members of the Board who either (i)
have been Board members continuously for a period of at least thirty-six (36)
months or (ii) have been Board members for less than thirty-six (36) months and
were elected or nominated for election as Board members by at least a majority
of the Board members described in clause (i) who were still in office at the
time such election or nomination was approved by the Board.

            (p) "Continuous Service" means that the provision of services to the
Company or a Related Entity in any capacity of Employee, Director or Consultant
is not interrupted or terminated. In jurisdictions requiring notice in advance
of an effective termination as an Employee, Director or Consultant, Continuous
Service shall be deemed terminated upon the actual cessation of providing
services to the Company or a Related Entity notwithstanding any required notice
period that must be fulfilled before a termination as an Employee, Director or
Consultant can be effective under Applicable Laws. Continuous Service shall not
be considered interrupted in the case of (i) any approved leave of absence, (ii)
transfers among the Company, any Related Entity, or any successor, in any
capacity of Employee, Director or Consultant, or (iii) any change in status as
long as the individual remains in the service of the Company or a Related Entity
in any capacity of Employee, Director or Consultant (except as otherwise
provided in the Award Agreement). An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave. For purposes
of each Incentive Stock Option granted under the Plan, if such leave exceeds
ninety (90) days, and reemployment upon expiration of such leave is not
guaranteed by statute or contract, then the Incentive Stock Option shall be
treated as a Non-Qualified Stock Option on the day three (3) months and one (1)
day following the expiration of such ninety (90) day period.


                                       2
<PAGE>

            (q) "Corporate Transaction" means any of the following transactions:

                  (i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

                  (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company;

                  (iii) the complete liquidation or dissolution of the Company;

                  (iv) any reverse merger or series of related transactions
culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but
(A) the shares of Common Stock outstanding immediately prior to such merger are
converted or exchanged by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, or (B) in which securities possessing
more than forty percent (40%) of the total combined voting power of the
Company's outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger
or the initial transaction culminating in such merger, but excluding any such
transaction or series of related transactions that the Administrator determines
shall not be a Corporate Transaction; or

                  (v) acquisition in a single or series of related transactions
by any person or related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Administrator determines shall not be a Corporate
Transaction.

            (r) "Covered Employee" means an Employee who is a "covered employee"
under Section 162(m)(3) of the Code.

            (s) "Director" means a member of the Board or the board of directors
of any Related Entity.


                                       3
<PAGE>

            (t) "Disability" means as defined under the long-term disability
policy of the Company or the Related Entity to which the Grantee provides
services regardless of whether the Grantee is covered by such policy. If the
Company or the Related Entity to which the Grantee provides service does not
have a long-term disability plan in place, "Disability" means that a Grantee is
unable to carry out the responsibilities and functions of the position held by
the Grantee by reason of any medically determinable physical or mental
impairment for a period of not less than ninety (90) consecutive days. A Grantee
will not be considered to have incurred a Disability unless he or she furnishes
proof of such impairment sufficient to satisfy the Administrator in its
discretion.

            (u) "Dividend Equivalent Right" means a right entitling the Grantee
to compensation measured by dividends paid with respect to Common Stock.

            (v) "Employee" means any person, including an Officer or Director,
who is in the employ of the Company or any Related Entity, subject to the
control and direction of the Company or any Related Entity as to both the work
to be performed and the manner and method of performance. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient to
constitute "employment" by the Company.

            (w) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (x) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (i) If the Common Stock is listed on one or more established
stock exchanges or national market systems, including without limitation The
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on the principal exchange or
system on which the Common Stock is listed (as determined by the Administrator)
on the date of determination (or, if no closing sales price or closing bid was
reported on that date, as applicable, on the last trading date such closing
sales price or closing bid was reported), as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;

                  (ii) If the Common Stock is regularly quoted on an automated
quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for
such stock as quoted on such system on the date of determination, but if selling
prices are not reported, the Fair Market Value of a share of Common Stock shall
be the mean between the high bid and low asked prices for the Common Stock on
the date of determination (or, if no such prices were reported on that date, on
the last date such prices were reported), as reported in The Wall Street Journal
or such other source as the Administrator deems reliable; or

                  (iii) In the absence of an established market for the Common
Stock of the type described in (i) and (ii), above, the Fair Market Value
thereof shall be determined by the Administrator in good faith.


                                       4
<PAGE>

            (y) "Grantee" means an Employee, Director or Consultant who receives
an Award under the Plan.

            (z) "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code

            (aa) "Non-Qualified Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

            (bb) "Officer" means a person who is an officer of the Company or a
Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.

            (cc) "Option" means an option to purchase Shares pursuant to an
Award Agreement granted under the Plan.

            (dd) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

            (ee) "Performance-Based Compensation" means compensation qualifying
as "performance-based compensation" under Section 162(m) of the Code.

            (ff) "Plan" means this 2004 Stock Incentive Plan.

            (gg) "Related Entity" means any Parent or Subsidiary of the Company
and any business, corporation, partnership, limited liability company or other
entity in which the Company or a Parent or a Subsidiary of the Company holds a
substantial ownership interest, directly or indirectly.

            (hh) "Replaced" means that pursuant to a Corporate Transaction the
Award is replaced with a comparable stock award or a cash incentive program of
the Company, the successor entity (if applicable) or Parent of either of them
which preserves the compensation element of such Award existing at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same (or a more favorable) vesting schedule applicable to such Award. The
determination of Award comparability shall be made by the Administrator and its
determination shall be final, binding and conclusive.

            (ii) "Restricted Stock" means Shares issued under the Plan to the
Grantee for such consideration, if any, and subject to such restrictions on
transfer, rights of first refusal, repurchase provisions, forfeiture provisions,
and other terms and conditions as established by the Administrator.

            (jj) "Restricted Stock Units" means an Award which may be earned in
whole or in part upon the passage of time or the attainment of performance
criteria established by the Administrator and which may be settled for cash,
Shares or other securities or a combination of cash, Shares or other securities
as established by the Administrator.


                                       5
<PAGE>

            (kk) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange
Act or any successor thereto.

            (ll) "SAR" means a stock appreciation right entitling the Grantee to
Shares or cash compensation, as established by the Administrator, measured by
appreciation in the value of Common Stock.

            (mm) "Share" means a share of the Common Stock.

            (nn) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

      3. Stock Subject to the Plan.

            (a) Subject to the provisions of Section 10, below, the maximum
aggregate number of Shares which may be issued pursuant to all Awards (including
Incentive Stock Options) is 800,000 Shares, plus an annual increase to be added
on the first business day of each calendar year beginning in 2005 equal to the
lesser of (x) 1,000,000 Shares, (y) five percent (5%) of the number of Shares
outstanding as of such date, or (z) a lesser number of Shares determined by the
Administrator. The Shares to be issued pursuant to Awards may be authorized, but
unissued, or reacquired Common Stock.

            (b) Any Shares covered by an Award (or portion of an Award) which is
forfeited, canceled or expires (whether voluntarily or involuntarily) shall be
deemed not to have been issued for purposes of determining the maximum aggregate
number of Shares which may be issued under the Plan. Shares that actually have
been issued under the Plan pursuant to an Award shall not be returned to the
Plan and shall not become available for future issuance under the Plan, except
that if unvested Shares are forfeited, or repurchased by the Company at the
lower of their original purchase price or their Fair Market Value at the time of
repurchase, such Shares shall become available for future grant under the Plan.
To the extent not prohibited by Section 422(b)(1) of the Code (and the
corresponding regulations thereunder), the listing requirements of The Nasdaq
National Market (or other established stock exchange or national market system
on which the Common Stock is traded) and Applicable Law, any Shares covered by
an Award which are surrendered (i) in payment of the Award exercise or purchase
price or (ii) in satisfaction of tax withholding obligations incident to the
exercise of an Award shall be deemed not to have been issued for purposes of
determining the maximum number of Shares which may be issued pursuant to all
Awards under the Plan, unless otherwise determined by the Administrator.

      4. Administration of the Plan.

            (a) Plan Administrator.

                  (i) Administration with Respect to Directors and Officers.
With respect to grants of Awards to Directors or Employees who are also Officers
or Directors of the Company, the Plan shall be administered by (A) the Board or
(B) a Committee designated by the Board, which Committee shall be constituted in
such a manner as to satisfy the Applicable Laws and to permit such grants and
related transactions under the Plan to be exempt from Section 16(b) of the
Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board.


                                       6
<PAGE>

                  (ii) Administration With Respect to Consultants and Other
Employees. With respect to grants of Awards to Employees or Consultants who are
neither Directors nor Officers of the Company, the Plan shall be administered by
(A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the Applicable Laws. Once
appointed, such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. The Board may authorize one or more
Officers to grant such Awards and may limit such authority as the Board
determines from time to time.

                  (iii) Administration With Respect to Covered Employees.
Notwithstanding the foregoing, grants of Awards to any Covered Employee intended
to qualify as Performance-Based Compensation shall be made only by a Committee
(or subcommittee of a Committee) which is comprised solely of two or more
Directors eligible to serve on a committee making Awards qualifying as
Performance-Based Compensation. In the case of such Awards granted to Covered
Employees, references to the "Administrator" or to a "Committee" shall be deemed
to be references to such Committee or subcommittee.

                  (iv) Administration Errors. In the event an Award is granted
in a manner inconsistent with the provisions of this subsection (a), such Award
shall be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.

            (b) Powers of the Administrator. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:

                  (i) to select the Employees, Directors and Consultants to whom
Awards may be granted from time to time hereunder;

                  (ii) to determine whether and to what extent Awards are
granted hereunder;

                  (iii) to determine the number of Shares or the amount of other
consideration to be covered by each Award granted hereunder;

                  (iv) to approve forms of Award Agreements for use under the
Plan;

                  (v) to determine the terms and conditions of any Award granted
hereunder;

                  (vi) to amend the terms of any outstanding Award granted under
the Plan, provided that (A) any amendment that would adversely affect the
Grantee's rights under an outstanding Award shall not be made without the
Grantee's written consent, (B) the reduction of the exercise price of any Option
awarded under the Plan shall be subject to stockholder approval and (C)
canceling an Option at a time when its exercise price exceeds the Fair Market
Value of the underlying Shares, in exchange for another Option, Restricted
Stock, or other Award shall be subject to stockholder approval, unless the
cancellation and exchange occurs in connection with a Corporate Transaction;


                                       7
<PAGE>

                  (vii) to construe and interpret the terms of the Plan and
Awards, including without limitation, any notice of award or Award Agreement,
granted pursuant to the Plan;

                  (viii) to grant Awards to Employees, Directors and Consultants
employed outside the United States on such terms and conditions different from
those specified in the Plan as may, in the judgment of the Administrator, be
necessary or desirable to further the purpose of the Plan; and

                  (ix) to take such other action, not inconsistent with the
terms of the Plan, as the Administrator deems appropriate.

            (c) Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board or as Officers or
Employees of the Company or a Related Entity, members of the Board and any
Officers or Employees of the Company or a Related Entity to whom authority to
act for the Board, the Administrator or the Company is delegated shall be
defended and indemnified by the Company to the extent permitted by law on an
after-tax basis against all reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with the defense of any claim,
investigation, action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, or any Award
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by the Company) or paid by them in
satisfaction of a judgment in any such claim, investigation, action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such claim, investigation, action, suit or proceeding that such person is liable
for gross negligence, bad faith or intentional misconduct; provided, however,
that within thirty (30) days after the institution of such claim, investigation,
action, suit or proceeding, such person shall offer to the Company, in writing,
the opportunity at the Company's expense to defend the same.

      5. Eligibility. Awards other than Incentive Stock Options may be granted
to Employees, Directors and Consultants. Incentive Stock Options may be granted
only to Employees of the Company or a Parent or a Subsidiary of the Company. An
Employee, Director or Consultant who has been granted an Award may, if otherwise
eligible, be granted additional Awards. Awards may be granted to such Employees,
Directors or Consultants who are residing in non-U.S. jurisdictions as the
Administrator may determine from time to time.

      6. Terms and Conditions of Awards.

            (a) Types of Awards. The Administrator is authorized under the Plan
to award any type of arrangement to an Employee, Director or Consultant that is
not inconsistent with the provisions of the Plan and that by its terms involves
or might involve the issuance of (i) Shares, (ii) cash or (iii) an Option, a
SAR, or similar right with a fixed or variable price related to the Fair Market
Value of the Shares and with an exercise or conversion privilege related to the
passage of time, the occurrence of one or more events, or the satisfaction of
performance criteria or other conditions. Such awards include, without
limitation, Options, SARs, sales or bonuses of Restricted Stock, Restricted
Stock Units or Dividend Equivalent Rights, and an Award may consist of one such
security or benefit, or two (2) or more of them in any combination or
alternative.


                                       8
<PAGE>

            (b) Designation of Award. Each Award shall be designated in the
Award Agreement. In the case of an Option, the Option shall be designated as
either an Incentive Stock Option or a Non-Qualified Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of Shares subject to Options designated as Incentive Stock Options which
become exercisable for the first time by a Grantee during any calendar year
(under all plans of the Company or any Parent or Subsidiary of the Company)
exceeds $100,000, such excess Options, to the extent of the Shares covered
thereby in excess of the foregoing limitation, shall be treated as Non-Qualified
Stock Options. For this purpose, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of
the Shares shall be determined as of the grant date of the relevant Option.

            (c) Conditions of Award. Subject to the terms of the Plan, the
Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance
criteria established by the Administrator may be based on any one of, or
combination of, the following: (i) increase in share price, (ii) earnings per
share, (iii) total stockholder return, (iv) operating margin, (v) gross margin,
(vi) return on equity, (vii) return on assets, (viii) return on investment, (ix)
operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash
flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes and
depreciation, (xvi) economic value added, (xvii) market share, (xviii) personal
management objectives, and (xix) other measures of performance selected by the
Administrator. Partial achievement of the specified criteria may result in a
payment or vesting corresponding to the degree of achievement as specified in
the Award Agreement.

            (d) Acquisitions and Other Transactions. The Administrator may issue
Awards under the Plan in settlement, assumption or substitution for, outstanding
awards or obligations to grant future awards in connection with the Company or a
Related Entity acquiring another entity, an interest in another entity or an
additional interest in a Related Entity whether by merger, stock purchase, asset
purchase or other form of transaction.

            (e) Deferral of Award Payment. The Administrator may establish one
or more programs under the Plan to permit selected Grantees the opportunity to
elect to defer receipt of consideration upon exercise of an Award, satisfaction
of performance criteria, or other event that absent the election would entitle
the Grantee to payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures, the timing of
such elections, the mechanisms for payments of, and accrual of interest or other
earnings, if any, on amounts, Shares or other consideration so deferred, and
such other terms, conditions, rules and procedures that the Administrator deems
advisable for the administration of any such deferral program.


                                       9
<PAGE>

            (f) Separate Programs. The Administrator may establish one or more
separate programs under the Plan for the purpose of issuing particular forms of
Awards to one or more classes of Grantees on such terms and conditions as
determined by the Administrator from time to time.

            (g) Individual Limitations on Awards.

                  (i) Individual Limit for Options and SARs. The maximum number
of Shares with respect to which Options and SARs may be granted to any Grantee
in any calendar year shall be 333,333Shares. In connection with a Grantee's
commencement of Continuous Service, a Grantee may be granted Options or SARs for
up to an additional 166,666 Shares which shall not count against the limit set
forth in the previous sentence. The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization
pursuant to Section 10, below. To the extent required by Section 162(m) of the
Code or the regulations thereunder, in applying the foregoing limitations with
respect to a Grantee, if any Option or SAR is canceled, the canceled Option or
SAR shall continue to count against the maximum number of Shares with respect to
which Options and SARs may be granted to the Grantee. For this purpose, the
repricing of an Option (or in the case of a SAR, the base amount on which the
stock appreciation is calculated is reduced to reflect a reduction in the Fair
Market Value of the Common Stock) shall be treated as the cancellation of the
existing Option or SAR and the grant of a new Option or SAR.

                  (ii) Individual Limit for Restricted Stock and Restricted
Stock Units. For awards of Restricted Stock and Restricted Stock Units that are
intended to be Performance-Based Compensation, the maximum number of Shares with
respect to which such Awards may be granted to any Grantee in any calendar year
shall be 333,333 Shares. The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization
pursuant to Section 10, below.

                  (iii) Deferral. If the vesting or receipt of Shares under an
Award is deferred to a later date, any amount (whether denominated in Shares or
cash) paid in addition to the original number of Shares subject to such Award
will not be treated as an increase in the number of Shares subject to the Award
if the additional amount is based either on a reasonable rate of interest or on
one or more predetermined actual investments such that the amount payable by the
Company at the later date will be based on the actual rate of return of a
specific investment (including any decrease as well as any increase in the value
of an investment).

            (h) Early Exercise. The Award Agreement may, but need not, include a
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award. Any unvested Shares received pursuant to such exercise may be subject
to a repurchase right in favor of the Company or a Related Entity or to any
other restriction the Administrator determines to be appropriate.


                                       10
<PAGE>

            (i) Term of Award. The term of each Award shall be the term stated
in the Award Agreement, provided, however, that the term of an Incentive Stock
Option shall be no more than ten (10) years from the date of grant thereof.
However, in the case of an Incentive Stock Option granted to a Grantee who, at
the time the Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary of the Company, the term of the Incentive Stock Option shall be
five (5) years from the date of grant thereof or such shorter term as may be
provided in the Award Agreement. Notwithstanding the foregoing, the specified
term of any Award shall not include any period for which the Grantee has elected
to defer the receipt of the Shares or cash issuable pursuant to the Award.

            (j) Transferability of Awards. Incentive Stock Options may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Grantee, only by the Grantee. Other Awards
shall be transferable (i) by will and by the laws of descent and distribution
and (ii) during the lifetime of the Grantee, to the extent and in the manner
authorized by the Administrator. Notwithstanding the foregoing, the Grantee may
designate one or more beneficiaries of the Grantee's Award in the event of the
Grantee's death on a beneficiary designation form provided by the Administrator.

            (k) Time of Granting Awards. The date of grant of an Award shall for
all purposes be the date on which the Administrator makes the determination to
grant such Award, or such other date as is determined by the Administrator.

      7. Award Exercise or Purchase Price, Consideration and Taxes.

            (a) Exercise or Purchase Price. The exercise or purchase price, if
any, for an Award shall be as follows:

                  (i) In the case of an Incentive Stock Option:

                        (A) granted to an Employee who, at the time of the grant
of such Incentive Stock Option owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary of the Company, the per Share exercise price shall be not less
than one hundred ten percent (110%) of the Fair Market Value per Share on the
date of grant; or

                        (B) granted to any Employee other than an Employee
described in the preceding paragraph, the per Share exercise price shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the
date of grant.

                  (ii) In the case of Options or SARs intended to qualify as
Performance-Based Compensation, the exercise or base appreciation amount shall
be not less than one hundred percent (100%) of the Fair Market Value per Share
on the date of grant.

                  (iii) In the case of other Awards, such price as is determined
by the Administrator.


                                       11
<PAGE>

                  (iv) Notwithstanding the foregoing provisions of this Section
7(a), in the case of an Award issued pursuant to Section 6(d), above, the
exercise or purchase price for the Award shall be determined in accordance with
the provisions of the relevant instrument evidencing the agreement to issue such
Award.

            (b) Consideration. Subject to Applicable Laws, the consideration to
be paid for the Shares to be issued upon exercise or purchase of an Award
including the method of payment, shall be determined by the Administrator (and,
in the case of an Incentive Stock Option, shall be determined at the time of
grant). In addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for Shares
issued under the Plan the following, provided that the portion of the
consideration equal to the par value of the Shares must be paid in cash or other
legal consideration permitted by the Delaware General Corporation Law:

                  (i) cash;

                  (ii) check;

                  (iii) if the exercise or purchase occurs on or after the
Registration Date, surrender of Shares or delivery of a properly executed form
of attestation of ownership of Shares as the Administrator may require which
have a Fair Market Value on the date of surrender or attestation equal to the
aggregate exercise price of the Shares as to which said Award shall be
exercised, provided, however, that Shares acquired under the Plan or any other
equity compensation plan or agreement of the Company must have been held by the
Grantee for a period of more than six (6) months (and not used for another Award
exercise by attestation during such period);

                  (iv) with respect to Options, if the exercise occurs on or
after the Registration Date, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written instructions
to a Company designated brokerage firm to effect the immediate sale of some or
all of the purchased Shares and remit to the Company sufficient funds to cover
the aggregate exercise price payable for the purchased Shares and (B) shall
provide written directives to the Company to deliver the certificates for the
purchased Shares directly to such brokerage firm in order to complete the sale
transaction; or

                  (v) any combination of the foregoing methods of payment.

The Administrator may at any time or from time to time, by adoption of or by
amendment to the standard forms of Award Agreement described in Section
4(b)(iv), or by other means, grant Awards which do not permit all of the
foregoing forms of consideration to be used in payment for the Shares or which
otherwise restrict one or more forms of consideration.

            (c) Taxes. No Shares shall be delivered under the Plan to any
Grantee or other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any non-U.S., federal,
state, or local income and employment tax withholding obligations, including,
without limitation, obligations incident to the receipt of Shares or the
disqualifying disposition of Shares received on exercise of an Incentive Stock
Option. Upon exercise of an Award the Company shall withhold or collect from
Grantee an amount sufficient to satisfy such tax obligations.


                                       12
<PAGE>

      8. Exercise of Award.

            (a) Procedure for Exercise; Rights as a Stockholder.

                  (i) Any Award granted hereunder shall be exercisable at such
times and under such conditions as determined by the Administrator under the
terms of the Plan and specified in the Award Agreement.

                  (ii) An Award shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance with the
terms of the Award by the person entitled to exercise the Award and full payment
for the Shares with respect to which the Award is exercised, including, to the
extent selected, use of the broker-dealer sale and remittance procedure to pay
the purchase price as provided in Section 7(b)(iv).

            (b) Exercise of Award Following Termination of Continuous Service.

                  (i) An Award may not be exercised after the termination date
of such Award set forth in the Award Agreement and may be exercised following
the termination of a Grantee's Continuous Service only to the extent provided in
the Award Agreement.

                  (ii) Where the Award Agreement permits a Grantee to exercise
an Award following the termination of the Grantee's Continuous Service for a
specified period, the Award shall terminate to the extent not exercised on the
last day of the specified period or the last day of the original term of the
Award, whichever occurs first.

                  (iii) Any Award designated as an Incentive Stock Option to the
extent not exercised within the time permitted by law for the exercise of
Incentive Stock Options following the termination of a Grantee's Continuous
Service shall convert automatically to a Non-Qualified Stock Option and
thereafter shall be exercisable as such to the extent exercisable by its terms
for the period specified in the Award Agreement.

      9. Conditions Upon Issuance of Shares.

            (a) Shares shall not be issued pursuant to the exercise of an Award
unless the exercise of such Award and the issuance and delivery of such Shares
pursuant thereto shall comply with all Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

            (b) As a condition to the exercise of an Award, the Company may
require the person exercising such Award to represent and warrant at the time of
any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any
Applicable Laws.


                                       13
<PAGE>

      10. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, the maximum number of Shares with respect to which Awards may
be granted to any Grantee in any calendar year, as well as any other terms that
the Administrator determines require adjustment shall be proportionately
adjusted for (i) any increase or decrease in the number of issued Shares
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Shares, or similar transaction affecting the Shares,
(ii) any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company, or (iii) as the Administrator
may determine in its discretion, any other transaction with respect to Common
Stock including a corporate merger, consolidation, acquisition of property or
stock, separation (including a spin-off or other distribution of stock or
property), reorganization, liquidation (whether partial or complete) or any
similar transaction; provided, however that conversion of any convertible
securities of the Company shall not be deemed to have been "effected without
receipt of consideration." Such adjustment shall be made by the Administrator
and its determination shall be final, binding and conclusive. Except as the
Administrator determines, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason hereof shall be made with respect to, the
number or price of Shares subject to an Award.

      11. Corporate Transactions and Changes in Control.

            (a) Termination of Award to Extent Not Assumed in Corporate
Transaction. Effective upon the consummation of a Corporate Transaction, all
outstanding Awards under the Plan shall terminate. However, all such Awards
shall not terminate to the extent they are Assumed in connection with the
Corporate Transaction.

            (b) Acceleration of Award Upon Corporate Transaction or Change in
Control. The Administrator shall have the authority, exercisable either in
advance of any actual or anticipated Corporate Transaction or Change in Control
or at the time of an actual Corporate Transaction or Change in Control and
exercisable at the time of the grant of an Award under the Plan or any time
while an Award remains outstanding, to provide for the full or partial automatic
vesting and exercisability of one or more outstanding unvested Awards under the
Plan and the release from restrictions on transfer and repurchase or forfeiture
rights of such Awards in connection with a Corporate Transaction or Change in
Control, on such terms and conditions as the Administrator may specify. The
Administrator also shall have the authority to condition any such Award vesting
and exercisability or release from such limitations upon the subsequent
termination of the Continuous Service of the Grantee within a specified period
following the effective date of the Corporate Transaction or Change in Control.
The Administrator may provide that any Awards so vested or released from such
limitations in connection with a Change in Control, shall remain fully
exercisable until the expiration or sooner termination of the Award.

            (c) Effect of Acceleration on Incentive Stock Options. Any Incentive
Stock Option accelerated under this Section 11 in connection with a Corporate
Transaction or Change in Control shall remain exercisable as an Incentive Stock
Option under the Code only to the extent the $100,000 dollar limitation of
Section 422(d) of the Code is not exceeded. To the extent such dollar limitation
is exceeded, the excess Options shall be treated as Non-Qualified Stock Options.


                                       14
<PAGE>

      12. Effective Date and Term of Plan. The Plan shall become effective upon
its approval by the stockholders of the Company. It shall continue in effect for
a term of ten (10) years unless sooner terminated. Subject to Applicable Laws,
Awards may be granted under the Plan upon its becoming effective.

      13. Amendment, Suspension or Termination of the Plan.

            (a) The Board may at any time amend, suspend or terminate the Plan;
provided, however, that no such amendment shall be made without the approval of
the Company's stockholders to the extent such approval is required by Applicable
Laws, or if such amendment would change any of the provisions of Section
4(b)(vi) or this Section 13(a).

            (b) No Award may be granted during any suspension of the Plan or
after termination of the Plan.

            (c) No suspension or termination of the Plan (including termination
of the Plan under Section 11(b), above) shall adversely affect any rights under
Awards already granted to a Grantee.

      14. Reservation of Shares.

            (a) The Company, during the term of the Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

            (b) The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

      15. No Effect on Terms of Employment/Consulting Relationship. The Plan
shall not confer upon any Grantee any right with respect to the Grantee's
Continuous Service, nor shall it interfere in any way with his or her right or
the right of the Company or any Related Entity to terminate the Grantee's
Continuous Service at any time, with or without Cause, and with or without
notice. The ability of the Company or any Related Entity to terminate the
employment of a Grantee who is employed at will is in no way affected by its
determination that the Grantee's Continuous Service has been terminated for
Cause for the purposes of this Plan.

      16. No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The Plan
is not a "Retirement Plan" or "Welfare Plan" under the Employee Retirement
Income Security Act of 1974, as amended.


                                       15
<PAGE>

      17. Unfunded Obligation. Grantees shall have the status of general
unsecured creditors of the Company. Any amounts payable to Grantees pursuant to
the Plan shall be unfunded and unsecured obligations for all purposes,
including, without limitation, Title I of the Employee Retirement Income
Security Act of 1974, as amended. Neither the Company nor any Related Entity
shall be required to segregate any monies from its general funds, or to create
any trusts, or establish any special accounts with respect to such obligations.
The Company shall retain at all times beneficial ownership of any investments,
including trust investments, which the Company may make to fulfill its payment
obligations hereunder. Any investments or the creation or maintenance of any
trust or any Grantee account shall not create or constitute a trust or fiduciary
relationship between the Administrator, the Company or any Related Entity and a
Grantee, or otherwise create any vested or beneficial interest in any Grantee or
the Grantee's creditors in any assets of the Company or a Related Entity. The
Grantees shall have no claim against the Company or any Related Entity for any
changes in the value of any assets that may be invested or reinvested by the
Company with respect to the Plan.

      18. Construction. Captions and titles contained herein are for convenience
only and shall not affect the meaning or interpretation of any provision of the
Plan. Except when otherwise indicated by the context, the singular shall include
the plural and the plural shall include the singular. Use of the term "or" is
not intended to be exclusive, unless the context clearly requires otherwise.


                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>v019246_ex99-2.txt
<TEXT>
                                                                    EXHIBIT 99.2

                    CRDENTIA CORP. 2004 STOCK INCENTIVE PLAN

                          NOTICE OF STOCK OPTION AWARD

      Grantee's Name and Address:
                                         ---------------------------------------

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

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

      You (the "Grantee") have been granted an option to purchase shares of
Common Stock, subject to the terms and conditions of this Notice of Stock Option
Award (the "Notice"), the Crdentia Corp. 2004 Stock Incentive Plan, as amended
from time to time (the "Plan") and the Stock Option Award Agreement (the "Option
Agreement") attached hereto, as follows. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Notice.

      Award Number
                                         ---------------------------------------

      Date of Award
                                         ---------------------------------------

      Vesting Commencement Date
                                         ---------------------------------------

      Exercise Price per Share          $
                                         ---------------------------------------

      Total Number of Shares Subject
      to the Option (the "Shares")
                                         ---------------------------------------

      Total Exercise Price              $
                                         ---------------------------------------

      Type of Option:                               Incentive Stock Option
                                         ---------

                                                    Non-Qualified Stock Option
                                         ---------

      Expiration Date:
                                         ---------------------------------------

      Post-Termination Exercise Period:  Sixty (60) Days

Vesting Schedule:

      Subject to the Grantee's Continuous Service and other limitations set
forth in this Notice, the Plan and the Option Agreement, the Option may be
exercised, in whole or in part, in accordance with the following schedule:

      25% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall
vest on each monthly anniversary of the Vesting Commencement Date thereafter.

      During any authorized leave of absence, the vesting of the Option as
provided in this schedule shall be suspended after the leave of absence exceeds
a period of ninety (90) days. Vesting of the Option shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity. The Vesting Schedule of the Option shall be
extended by the length of the suspension.


                                       1
<PAGE>

      In the event of the Grantee's change in status from Employee to Consultant
or from an Employee whose customary employment is 20 hours or more per week to
an Employee whose customary employment is fewer than 20 hours per week, vesting
of the Option shall continue only to the extent determined by the Administrator
as of such change in status.

      In the event of termination of the Grantee's Continuous Service for Cause,
the Grantee's right to exercise the Option shall terminate concurrently with the
termination of the Grantee's Continuous Service, except as otherwise determined
by the Administrator.

      IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Option is to be governed by the terms and conditions of this
Notice, the Plan, and the Option Agreement.

                                        Crdentia Corp.,
                                        a Delaware corporation

                                        By:
                                            ------------------------------------

                                        Title:
                                               ---------------------------------

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS
NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY
RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE'S CONTINUOUS
SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE RIGHT
OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO
TERMINATE THE GRANTEE'S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR
WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN
EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS
AT WILL.


                                       2
<PAGE>

      The Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed this Notice, the
Plan, and the Option Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice, the Plan and the Option Agreement.
The Grantee hereby agrees that all questions of interpretation and
administration relating to this Notice, the Plan and the Option Agreement shall
be resolved by the Administrator in accordance with Section 13 of the Option
Agreement. The Grantee further agrees to the venue selection and waiver of a
jury trial in accordance with Section 14 of the Option Agreement. The Grantee
further agrees to notify the Company upon any change in the residence address
indicated in this Notice.

Dated:                                   Signed:
       ----------------------                   --------------------------------
                                                             Grantee


                                       3
<PAGE>

                                                       Award Number: ___________

                    CRDENTIA CORP. 2004 STOCK INCENTIVE PLAN

                          STOCK OPTION AWARD AGREEMENT

      1. Grant of Option. Crdentia Corp., a Delaware corporation (the
"Company"), hereby grants to the Grantee (the "Grantee") named in the Notice of
Stock Option Award (the "Notice"), an option (the "Option") to purchase the
Total Number of Shares of Common Stock subject to the Option (the "Shares") set
forth in the Notice, at the Exercise Price per Share set forth in the Notice
(the "Exercise Price") subject to the terms and provisions of the Notice, this
Stock Option Award Agreement (the "Option Agreement") and the Company's 2004
Stock Incentive Plan, as amended from time to time (the "Plan"), which are
incorporated herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Option
Agreement.

      If designated in the Notice as an Incentive Stock Option, the Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of
the Code. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive
Stock Options which become exercisable for the first time by the Grantee during
any calendar year (under all plans of the Company or any Parent or Subsidiary of
the Company) exceeds $100,000, such excess Options, to the extent of the Shares
covered thereby in excess of the foregoing limitation, shall be treated as
Non-Qualified Stock Options. For this purpose, Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the date the Option with respect
to such Shares is awarded.

      2. Exercise of Option.

            (a) Right to Exercise. The Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan and this Option Agreement. The Option shall be
subject to the provisions of Section 11 of the Plan relating to the
exercisability or termination of the Option in the event of a Corporate
Transaction or Change in Control. The Grantee shall be subject to reasonable
limitations on the number of requested exercises during any monthly or weekly
period as determined by the Administrator. In no event shall the Company issue
fractional Shares.

            (b) Method of Exercise. The Option shall be exercisable by delivery
of an exercise notice (a form of which is attached as Exhibit A) or by such
other procedure as specified from time to time by the Administrator which shall
state the election to exercise the Option, the whole number of Shares in respect
of which the Option is being exercised, and such other provisions as may be
required by the Administrator. The exercise notice shall be delivered in person,
by certified mail, or by such other method (including electronic transmission)
as determined from time to time by the Administrator to the Company accompanied
by payment of the Exercise Price. The Option shall be deemed to be exercised
upon receipt by the Company of such notice accompanied by the Exercise Price,
which, to the extent selected, shall be deemed to be satisfied by use of the
broker-dealer sale and remittance procedure to pay the Exercise Price provided
in Section 3(d), below.


                                       1
<PAGE>

            (c) Taxes. No Shares will be delivered to the Grantee or other
person pursuant to the exercise of the Option until the Grantee or other person
has made arrangements acceptable to the Administrator for the satisfaction of
applicable income tax and employment tax withholding obligations, including,
without limitation, such other tax obligations of the Grantee incident to the
receipt of Shares or the disqualifying disposition of Shares received on
exercise of an Incentive Stock Option. Upon exercise of the Option, the Company
or the Grantee's employer may offset or withhold (from any amount owed by the
Company or the Grantee's employer to the Grantee) or collect from the Grantee or
other person an amount sufficient to satisfy such tax withholding obligations.

      3. Method of Payment. Payment of the Exercise Price shall be made by any
of the following, or a combination thereof, at the election of the Grantee;
provided, however, that such exercise method does not then violate any
Applicable Law and, provided further, that the portion of the Exercise Price
equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:

            (a) cash;

            (b) check;

            (c) surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may require which have a
Fair Market Value on the date of surrender or attestation equal to the aggregate
Exercise Price of the Shares as to which the Option is being exercised,
provided, however, that Shares acquired under the Plan or any other equity
compensation plan or agreement of the Company must have been held by the Grantee
for a period of more than six (6) months (and not used for another Award
exercise by attestation during such period); or

            (d) payment through a broker-dealer sale and remittance procedure
pursuant to which the Grantee (i) shall provide written instructions to a
Company-designated brokerage firm to effect the immediate sale of some or all of
the purchased Shares and remit to the Company sufficient funds to cover the
aggregate exercise price payable for the purchased Shares and (ii) shall provide
written directives to the Company to deliver the certificates for the purchased
Shares directly to such brokerage firm in order to complete the sale
transaction.

      4. Restrictions on Exercise. The Option may not be exercised if the
issuance of the Shares subject to the Option upon such exercise would constitute
a violation of any Applicable Laws. If the exercise of the Option within the
applicable time periods set forth in Section 6, 7 and 8 of this Option Agreement
is prevented by the provisions of this Section 5, the Option shall remain
exercisable until one (1) month after the date the Grantee is notified by the
Company that the Option is exercisable, but in any event no later than the
Expiration Date set forth in the Notice.


                                       2
<PAGE>

      5. Termination or Change of Continuous Service. In the event the Grantee's
Continuous Service terminates, other than for Cause, the Grantee may, but only
during the Post-Termination Exercise Period, exercise the portion of the Option
that was vested at the date of such termination (the "Termination Date"). The
Post-Termination Exercise Period shall commence on the Termination Date. In the
event of termination of the Grantee's Continuous Service for Cause, the
Grantee's right to exercise the Option shall, except as otherwise determined by
the Administrator, terminate concurrently with the termination of the Grantee's
Continuous Service (also the "Termination Date"). In no event, however, shall
the Option be exercised later than the Expiration Date set forth in the Notice.
In the event of the Grantee's change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant, the Option
shall remain in effect and vesting of the Option shall continue only to the
extent determined by the Administrator as of such change in status; provided,
however, that with respect to any Incentive Stock Option that shall remain in
effect after a change in status from Employee to Director or Consultant, such
Incentive Stock Option shall cease to be treated as an Incentive Stock Option
and shall be treated as a Non-Qualified Stock Option on the day three (3) months
and one (1) day following such change in status. Except as provided in Sections
6 and 7 below, to the extent that the Option was unvested on the Termination
Date, or if the Grantee does not exercise the vested portion of the Option
within the Post-Termination Exercise Period, the Option shall terminate.

      6. Disability of Grantee. In the event the Grantee's Continuous Service
terminates as a result of his or her Disability, the Grantee may, but only
within twelve (12) months commencing on the Termination Date (but in no event
later than the Expiration Date), exercise the portion of the Option that was
vested on the Termination Date; provided, however, that if such Disability is
not a "disability" as such term is defined in Section 22(e)(3) of the Code and
the Option is an Incentive Stock Option, such Incentive Stock Option shall cease
to be treated as an Incentive Stock Option and shall be treated as a
Non-Qualified Stock Option on the day three (3) months and one (1) day following
the Termination Date. To the extent that the Option was unvested on the
Termination Date, or if the Grantee does not exercise the vested portion of the
Option within the time specified herein, the Option shall terminate. Section
22(e)(3) of the Code provides that an individual is permanently and totally
disabled if he or she is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months.

      7. Death of Grantee. In the event of the termination of the Grantee's
Continuous Service as a result of his or her death, or in the event of the
Grantee's death during the Post-Termination Exercise Period or during the twelve
(12) month period following the Grantee's termination of Continuous Service as a
result of his or her Disability, the person who acquired the right to exercise
the Option pursuant to Section 8 may exercise the portion of the Option that was
vested at the date of termination within twelve (12) months commencing on the
date of death (but in no event later than the Expiration Date). To the extent
that the Option was unvested on the date of death, or if the vested portion of
the Option is not exercised within the time specified herein, the Option shall
terminate.


                                       3
<PAGE>

      8. Transferability of Option. The Option, if an Incentive Stock Option,
may not be transferred in any manner other than by will or by the laws of
descent and distribution and may be exercised during the lifetime of the Grantee
only by the Grantee. The Option, if a Non-Qualified Stock Option, may not be
transferred in any manner other than by will or by the laws of descent and
distribution, provided, however, that a Non-Qualified Stock Option may be
transferred during the lifetime of the Grantee to the extent and in the manner
authorized by the Administrator. Notwithstanding the foregoing, the Grantee may
designate one or more beneficiaries of the Grantee's Incentive Stock Option or
Non-Qualified Stock Option in the event of the Grantee's death on a beneficiary
designation form provided by the Administrator. Following the death of the
Grantee, the Option, to the extent provided in Section 7, may be exercised (a)
by the person or persons designated under the deceased Grantee's beneficiary
designation or (b) in the absence of an effectively designated beneficiary, by
the Grantee's legal representative or by any person empowered to do so under the
deceased Grantee's will or under the then applicable laws of descent and
distribution. The terms of the Option shall be binding upon the executors,
administrators, heirs, successors and transferees of the Grantee.

      9. Term of Option. The Option must be exercised no later than the
Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein. After the Expiration Date or such earlier date, the Option
shall be of no further force or effect and may not be exercised.

      10. Tax Consequences. Set forth below is a brief summary as of the date of
this Option Agreement of some of the federal tax consequences of exercise of the
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE GRANTEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

            (a) Exercise of Incentive Stock Option. If the Option qualifies as
an Incentive Stock Option, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price will be
treated as income for purposes of the alternative minimum tax for federal tax
purposes and may subject the Grantee to the alternative minimum tax in the year
of exercise. However, the Internal Revenue Service issued proposed regulations
which would subject the Grantee to withholding at the time the Grantee exercises
an Incentive Stock Option for Social Security and Medicare based upon the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price. These proposed regulations are subject to further
modification by the Internal Revenue Service and, if adopted, would be effective
only for the exercise of an Incentive Stock Option that occurs two years after
the regulations are issued in final form.

            (b) Exercise of Incentive Stock Option Following Disability. If the
Grantee's Continuous Service terminates as a result of Disability that is not
permanent and total disability as such term is defined in Section 22(e)(3) of
the Code, to the extent permitted on the date of termination, the Grantee must
exercise an Incentive Stock Option within three (3) months of such termination
for the Incentive Stock Option to be qualified as an Incentive Stock Option.
Section 22(e)(3) of the Code provides that an individual is permanently and
totally disabled if he or she is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve (12) months.


                                       4
<PAGE>

            (c) Exercise of Non-Qualified Stock Option. On exercise of a
Non-Qualified Stock Option, the Grantee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price. If the Grantee is an Employee or a former Employee, the Company
will be required to withhold from the Grantee's compensation or collect from the
Grantee and pay to the applicable taxing authorities an amount in cash equal to
a percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.

            (d) Disposition of Shares. In the case of a Non-Qualified Stock
Option, if Shares are held for more than one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes. In the case of an Incentive Stock Option, if Shares
transferred pursuant to the Option are held for more than one year after receipt
of the Shares and are disposed more than two years after the Date of Award, any
gain realized on disposition of the Shares also will be treated as capital gain
for federal income tax purposes and subject to the same tax rates and holding
periods that apply to Shares acquired upon exercise of a Non-Qualified Stock
Option. If Shares purchased under an Incentive Stock Option are disposed of
prior to the expiration of such one-year or two-year periods, any gain realized
on such disposition will be treated as compensation income (taxable at ordinary
income rates) to the extent of the difference between the Exercise Price and the
lesser of (i) the Fair Market Value of the Shares on the date of exercise, or
(ii) the sale price of the Shares.

      11. Entire Agreement: Governing Law. The Notice, the Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan and this Option Agreement (except as expressly provided therein) is
intended to confer any rights or remedies on any persons other than the parties.
The Notice, the Plan and this Option Agreement are to be construed in accordance
with and governed by the internal laws of the State of Texas without giving
effect to any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of the State of Texas to the
rights and duties of the parties. Should any provision of the Notice, the Plan
or this Option Agreement be determined to be illegal or unenforceable, such
provision shall be enforced to the fullest extent allowed by law and the other
provisions shall nevertheless remain effective and shall remain enforceable.

      12. Construction. The captions used in the Notice and this Option
Agreement are inserted for convenience and shall not be deemed a part of the
Option for construction or interpretation. Except when otherwise indicated by
the context, the singular shall include the plural and the plural shall include
the singular. Use of the term "or" is not intended to be exclusive, unless the
context clearly requires otherwise.


                                       5
<PAGE>

      13. Administration and Interpretation. Any question or dispute regarding
the administration or interpretation of the Notice, the Plan or this Option
Agreement shall be submitted by the Grantee or by the Company to the
Administrator. The resolution of such question or dispute by the Administrator
shall be final and binding on all persons.

      14. Venue and Waiver of Jury Trial. The Company, the Grantee, and the
Grantee's assignees pursuant to Section 8 (the "parties") agree that any suit,
action, or proceeding arising out of or relating to the Notice, the Plan or this
Option Agreement shall be brought in the United States District Court for the
Northern District of Texas (or should such court lack jurisdiction to hear such
action, suit or proceeding, in a Texas state court in the County of Dallas) and
that the parties shall submit to the jurisdiction of such court. The parties
irrevocably waive, to the fullest extent permitted by law, any objection the
party may have to the laying of venue for any such suit, action or proceeding
brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR
MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or
more provisions of this Section 14 shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such provisions
shall be modified to the minimum extent necessary to make it or its application
valid and enforceable.

      15. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.

                                END OF AGREEMENT


                                       6
<PAGE>

                                    EXHIBIT A

                    CRDENTIA CORP. 2004 STOCK INCENTIVE PLAN

                                 EXERCISE NOTICE

Crdentia Corp.
14114 Dallas Parkway, Suite 600
Dallas, Texas  75254
Attention: Secretary

      1. Exercise of Option. Effective as of today, ______________, ___ the
undersigned (the "Grantee") hereby elects to exercise the Grantee's option to
purchase ___________ shares of the Common Stock (the "Shares") of Crdentia Corp.
(the "Company") under and pursuant to the Company's 2004 Stock Incentive Plan,
as amended from time to time (the "Plan") and the [ ] Incentive [ ]
Non-Qualified Stock Option Award Agreement (the "Option Agreement") and Notice
of Stock Option Award (the "Notice") dated ______________, ________. Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Exercise Notice.

      2. Representations of the Grantee. The Grantee acknowledges that the
Grantee has received, read and understood the Notice, the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.

      3. Rights as Stockholder. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 10 of the Plan.

      4. Delivery of Payment. The Grantee herewith delivers to the Company the
full Exercise Price for the Shares, which, to the extent selected, shall be
deemed to be satisfied by use of the broker-dealer sale and remittance procedure
to pay the Exercise Price provided in Section 3(d) of the Option Agreement.

      5. Tax Consultation. The Grantee understands that the Grantee may suffer
adverse tax consequences as a result of the Grantee's purchase or disposition of
the Shares. The Grantee represents that the Grantee has consulted with any tax
consultants the Grantee deems advisable in connection with the purchase or
disposition of the Shares and that the Grantee is not relying on the Company for
any tax advice.

      6. Taxes. The Grantee agrees to satisfy all applicable foreign, federal,
state and local income and employment tax withholding obligations and herewith
delivers to the Company the full amount of such obligations or has made
arrangements acceptable to the Company to satisfy such obligations. In the case
of an Incentive Stock Option, the Grantee also agrees, as partial consideration
for the designation of the Option as an Incentive Stock Option, to notify the
Company in writing within thirty (30) days of any disposition of any shares
acquired by exercise of the Option if such disposition occurs within two (2)
years from the Date of Award or within one (1) year from the date the Shares
were transferred to the Grantee. If the Company is required to satisfy any
foreign, federal, state or local income or employment tax withholding
obligations as a result of such an early disposition, the Grantee agrees to
satisfy the amount of such withholding in a manner that the Administrator
prescribes.


                                       1
<PAGE>

      7. Successors and Assigns. The Company may assign any of its rights under
this Exercise Notice to single or multiple assignees, and this agreement shall
inure to the benefit of the successors and assigns of the Company. This Exercise
Notice shall be binding upon the Grantee and his or her heirs, executors,
administrators, successors and assigns.

      8. Construction. The captions used in this Exercise Notice are inserted
for convenience and shall not be deemed a part of this agreement for
construction or interpretation. Except when otherwise indicated by the context,
the singular shall include the plural and the plural shall include the singular.
Use of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.

      9. Administration and Interpretation. The Grantee hereby agrees that any
question or dispute regarding the administration or interpretation of this
Exercise Notice shall be submitted by the Grantee or by the Company to the
Administrator. The resolution of such question or dispute by the Administrator
shall be final and binding on all persons.

      10. Governing Law; Severability. This Exercise Notice is to be construed
in accordance with and governed by the internal laws of the State of Texas
without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of
Texas to the rights and duties of the parties. Should any provision of this
Exercise Notice be determined by a court of law to be illegal or unenforceable,
such provision shall be enforced to the fullest extent allowed by law and the
other provisions shall nevertheless remain effective and shall remain
enforceable.

      11. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown below beneath its signature, or to
such other address as such party may designate in writing from time to time to
the other party.

      12. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.


                                       2
<PAGE>

      13. Entire Agreement. The Notice, the Plan and the Option Agreement are
incorporated herein by reference and together with this Exercise Notice
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan, the Option Agreement and this Exercise Notice (except as expressly
provided therein) is intended to confer any rights or remedies on any persons
other than the parties.

Submitted by:                           Accepted by:

GRANTEE:                                CRDENTIA CORP.

                                        By:
                                           -------------------------------------

                                        Title:
---------------------------------             ----------------------------------
          (Signature)

Address:                                Address:

                                        14114 Dallas Parkway, Suite 600
---------------------------------
                                        Dallas, Texas  75254
---------------------------------


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>7
<FILENAME>v019246_ex99-4.txt
<TEXT>
                                                                    EXHIBIT 99.4

                    CRDENTIA CORP. 2004 STOCK INCENTIVE PLAN

                          NOTICE OF STOCK OPTION AWARD

      Grantee's Name and Address:
                                         ---------------------------------------

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

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

      You (the "Grantee") have been granted an option to purchase shares of
Common Stock, subject to the terms and conditions of this Notice of Stock Option
Award (the "Notice"), the Crdentia Corp. 2004 Stock Incentive Plan, as amended
from time to time (the "Plan") and the Stock Option Award Agreement (the "Option
Agreement") attached hereto, as follows. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Notice.

      Award Number
                                         ---------------------------------------

      Date of Award
                                         ---------------------------------------

      Vesting Commencement Date
                                         ---------------------------------------

      Exercise Price per Share          $
                                         ---------------------------------------

      Total Number of Shares Subject
      to the Option (the "Shares")
                                         ---------------------------------------

      Total Exercise Price              $
                                         ---------------------------------------

      Type of Option:                                Incentive Stock Option
                                         ---------

                                                     Non-Qualified Stock Option
                                         ---------

      Expiration Date:
                                         ---------------------------------------

      Post-Termination Exercise Period:  Sixty (60) Days

Vesting Schedule:

      Subject to the Grantee's Continuous Service and other limitations set
forth in this Notice, the Plan and the Option Agreement, the Option may be
exercised, in whole or in part, in accordance with the following schedule:

      25% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall
vest on each monthly anniversary of the Vesting Commencement Date thereafter.

      During any authorized leave of absence, the vesting of the Option as
provided in this schedule shall be suspended after the leave of absence exceeds
a period of ninety (90) days. Vesting of the Option shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity. The Vesting Schedule of the Option shall be
extended by the length of the suspension.


                                       1
<PAGE>

      In the event of the Grantee's change in status from Employee to Consultant
or from an Employee whose customary employment is 20 hours or more per week to
an Employee whose customary employment is fewer than 20 hours per week, vesting
of the Option shall continue only to the extent determined by the Administrator
as of such change in status.

      In the event of termination of the Grantee's Continuous Service for Cause,
the Grantee's right to exercise the Option shall terminate concurrently with the
termination of the Grantee's Continuous Service, except as otherwise determined
by the Administrator.

      IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Option is to be governed by the terms and conditions of this
Notice, the Plan, and the Option Agreement.

                                        Crdentia Corp.,
                                        a Delaware corporation

                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS
NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY
RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE'S CONTINUOUS
SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE RIGHT
OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO
TERMINATE THE GRANTEE'S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR
WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN
EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS
AT WILL.


                                       2
<PAGE>

      The Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed this Notice, the
Plan, and the Option Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice, the Plan and the Option Agreement.
The Grantee hereby agrees that all questions of interpretation and
administration relating to this Notice, the Plan and the Option Agreement shall
be resolved by the Administrator in accordance with Section 13 of the Option
Agreement. The Grantee further agrees to the venue selection and waiver of a
jury trial in accordance with Section 14 of the Option Agreement. The Grantee
further agrees to notify the Company upon any change in the residence address
indicated in this Notice.

Dated:                                  Signed:
       ----------------------                  ---------------------------------
                                                           Grantee


                                       3
<PAGE>

                                                       Award Number: ___________

                    CRDENTIA CORP. 2004 STOCK INCENTIVE PLAN

                          STOCK OPTION AWARD AGREEMENT

      1. Grant of Option. Crdentia Corp., a Delaware corporation (the
"Company"), hereby grants to the Grantee (the "Grantee") named in the Notice of
Stock Option Award (the "Notice"), an option (the "Option") to purchase the
Total Number of Shares of Common Stock subject to the Option (the "Shares") set
forth in the Notice, at the Exercise Price per Share set forth in the Notice
(the "Exercise Price") subject to the terms and provisions of the Notice, this
Stock Option Award Agreement (the "Option Agreement") and the Company's 2004
Stock Incentive Plan, as amended from time to time (the "Plan"), which are
incorporated herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Option
Agreement.

      If designated in the Notice as an Incentive Stock Option, the Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of
the Code. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive
Stock Options which become exercisable for the first time by the Grantee during
any calendar year (under all plans of the Company or any Parent or Subsidiary of
the Company) exceeds $100,000, such excess Options, to the extent of the Shares
covered thereby in excess of the foregoing limitation, shall be treated as
Non-Qualified Stock Options. For this purpose, Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the date the Option with respect
to such Shares is awarded.

      2. Exercise of Option.

            (a) Right to Exercise. The Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan and this Option Agreement. The Option shall be
subject to the provisions of Section 11 of the Plan and Section 2(d) of this
Option Agreement relating to the exercisability or termination of the Option in
the event of a Corporate Transaction or Change in Control. The Grantee shall be
subject to reasonable limitations on the number of requested exercises during
any monthly or weekly period as determined by the Administrator. In no event
shall the Company issue fractional Shares.

            (b) Method of Exercise. The Option shall be exercisable by delivery
of an exercise notice (a form of which is attached as Exhibit A) or by such
other procedure as specified from time to time by the Administrator which shall
state the election to exercise the Option, the whole number of Shares in respect
of which the Option is being exercised, and such other provisions as may be
required by the Administrator. The exercise notice shall be delivered in person,
by certified mail, or by such other method (including electronic transmission)
as determined from time to time by the Administrator to the Company accompanied
by payment of the Exercise Price. The Option shall be deemed to be exercised
upon receipt by the Company of such notice accompanied by the Exercise Price,
which, to the extent selected, shall be deemed to be satisfied by use of the
broker-dealer sale and remittance procedure to pay the Exercise Price provided
in Section 3(d), below.


                                       1
<PAGE>

            (c) Taxes. No Shares will be delivered to the Grantee or other
person pursuant to the exercise of the Option until the Grantee or other person
has made arrangements acceptable to the Administrator for the satisfaction of
applicable income tax and employment tax withholding obligations, including,
without limitation, such other tax obligations of the Grantee incident to the
receipt of Shares or the disqualifying disposition of Shares received on
exercise of an Incentive Stock Option. Upon exercise of the Option, the Company
or the Grantee's employer may offset or withhold (from any amount owed by the
Company or the Grantee's employer to the Grantee) or collect from the Grantee or
other person an amount sufficient to satisfy such tax withholding obligations.

            (d) Acceleration of Option Upon Corporate Transaction or Change in
Control.

                  (i) Corporate Transaction. In the event of a Corporate
Transaction and:

                        (A) for the portion of the Option that is Assumed or
Replaced, then the Option (if Assumed), the replacement award (if Replaced), or
the cash incentive program (if Replaced) automatically shall become fully
vested, exercisable and payable for all of the Shares at the time represented by
such Assumed or Replaced portion of the Option, immediately upon termination of
the Grantee's Continuous Service if such Continuous Service is terminated by the
successor company, the Company or a Related Entity without Cause or voluntarily
by the Grantee with Good Reason (as defined below) within eighteen (18) months
after the Corporate Transaction; and

                        (B) for the portion of the Option that is neither
Assumed nor Replaced, such portion of the Option shall automatically become
fully vested and exercisable for all of the Shares at the time represented by
such portion of the Option, immediately prior to the specified effective date of
such Corporate Transaction, provided that the Grantee's Continuous Service has
not terminated prior to such date.

                  (ii) Change in Control. Following a Change in Control (other
than a Change in Control which also is a Corporate Transaction) and upon the
termination of the Continuous Service of the Grantee if such Continuous Service
is terminated by the Company or a Related Entity without Cause or voluntarily by
the Grantee with Good Reason within eighteen (18) months after a Change in
Control, the Option automatically shall become fully vested and exercisable for
all of the Shares at the time represented by the Option immediately upon the
termination of such Continuous Service.

                  (iii) Good Reason. "Good Reason" means the occurrence after a
Corporate Transaction or Change in Control of any of the following events or
conditions unless consented to by the Grantee (and the Grantee shall be deemed
to have consented to any such event or condition unless the Grantee provides
written notice of the Grantee's non-acquiescence within 30 days of the effective
time of such event or condition):


                                       2
<PAGE>

                        (A) a change in the Grantee's responsibilities or duties
which represents a material and substantial diminution in the Grantee's
responsibilities or duties as in effect immediately preceding the consummation
of a Corporate Transaction or Change in Control;

                        (B) a reduction in the Grantee's base salary to a level
below that in effect at any time within six (6) months preceding the
consummation of a Corporate Transaction or Change in Control or at any time
thereafter; provided that an across-the-board reduction in the salary level of
substantially all other individuals in positions similar to the Grantee's by the
same percentage amount shall not constitute such a salary reduction; or

                        (C) requiring the Grantee to be based at any place
outside a 50-mile radius from the Grantee's job location prior to the Corporate
Transaction or Change in Control except for reasonably required travel on
business which is not materially greater than such travel requirements prior to
the Corporate Transaction or Change in Control.

      3. Method of Payment. Payment of the Exercise Price shall be made by any
of the following, or a combination thereof, at the election of the Grantee;
provided, however, that such exercise method does not then violate any
Applicable Law and, provided further, that the portion of the Exercise Price
equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:

            (a) cash;

            (b) check;

            (c) surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may require which have a
Fair Market Value on the date of surrender or attestation equal to the aggregate
Exercise Price of the Shares as to which the Option is being exercised,
provided, however, that Shares acquired under the Plan or any other equity
compensation plan or agreement of the Company must have been held by the Grantee
for a period of more than six (6) months (and not used for another Award
exercise by attestation during such period); or

            (d) payment through a broker-dealer sale and remittance procedure
pursuant to which the Grantee (i) shall provide written instructions to a
Company-designated brokerage firm to effect the immediate sale of some or all of
the purchased Shares and remit to the Company sufficient funds to cover the
aggregate exercise price payable for the purchased Shares and (ii) shall provide
written directives to the Company to deliver the certificates for the purchased
Shares directly to such brokerage firm in order to complete the sale
transaction.

      4. Restrictions on Exercise. The Option may not be exercised if the
issuance of the Shares subject to the Option upon such exercise would constitute
a violation of any Applicable Laws. If the exercise of the Option within the
applicable time periods set forth in Section 6, 7 and 8 of this Option Agreement
is prevented by the provisions of this Section 5, the Option shall remain
exercisable until one (1) month after the date the Grantee is notified by the
Company that the Option is exercisable, but in any event no later than the
Expiration Date set forth in the Notice.


                                       3
<PAGE>

      5. Termination or Change of Continuous Service. In the event the Grantee's
Continuous Service terminates, other than for Cause, the Grantee may, but only
during the Post-Termination Exercise Period, exercise the portion of the Option
that was vested at the date of such termination (the "Termination Date"). The
Post-Termination Exercise Period shall commence on the Termination Date. In the
event of termination of the Grantee's Continuous Service for Cause, the
Grantee's right to exercise the Option shall, except as otherwise determined by
the Administrator, terminate concurrently with the termination of the Grantee's
Continuous Service (also the "Termination Date"). In no event, however, shall
the Option be exercised later than the Expiration Date set forth in the Notice.
In the event of the Grantee's change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant, the Option
shall remain in effect and vesting of the Option shall continue only to the
extent determined by the Administrator as of such change in status; provided,
however, that with respect to any Incentive Stock Option that shall remain in
effect after a change in status from Employee to Director or Consultant, such
Incentive Stock Option shall cease to be treated as an Incentive Stock Option
and shall be treated as a Non-Qualified Stock Option on the day three (3) months
and one (1) day following such change in status. Except as provided in Sections
6 and 7 below, to the extent that the Option was unvested on the Termination
Date, or if the Grantee does not exercise the vested portion of the Option
within the Post-Termination Exercise Period, the Option shall terminate.

      6. Disability of Grantee. In the event the Grantee's Continuous Service
terminates as a result of his or her Disability, the Grantee may, but only
within twelve (12) months commencing on the Termination Date (but in no event
later than the Expiration Date), exercise the portion of the Option that was
vested on the Termination Date; provided, however, that if such Disability is
not a "disability" as such term is defined in Section 22(e)(3) of the Code and
the Option is an Incentive Stock Option, such Incentive Stock Option shall cease
to be treated as an Incentive Stock Option and shall be treated as a
Non-Qualified Stock Option on the day three (3) months and one (1) day following
the Termination Date. To the extent that the Option was unvested on the
Termination Date, or if the Grantee does not exercise the vested portion of the
Option within the time specified herein, the Option shall terminate. Section
22(e)(3) of the Code provides that an individual is permanently and totally
disabled if he or she is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months.

      7. Death of Grantee. In the event of the termination of the Grantee's
Continuous Service as a result of his or her death, or in the event of the
Grantee's death during the Post-Termination Exercise Period or during the twelve
(12) month period following the Grantee's termination of Continuous Service as a
result of his or her Disability, the person who acquired the right to exercise
the Option pursuant to Section 8 may exercise the portion of the Option that was
vested at the date of termination within twelve (12) months commencing on the
date of death (but in no event later than the Expiration Date). To the extent
that the Option was unvested on the date of death, or if the vested portion of
the Option is not exercised within the time specified herein, the Option shall
terminate.


                                       4
<PAGE>

      8. Transferability of Option. The Option, if an Incentive Stock Option,
may not be transferred in any manner other than by will or by the laws of
descent and distribution and may be exercised during the lifetime of the Grantee
only by the Grantee. The Option, if a Non-Qualified Stock Option, may not be
transferred in any manner other than by will or by the laws of descent and
distribution, provided, however, that a Non-Qualified Stock Option may be
transferred during the lifetime of the Grantee to the extent and in the manner
authorized by the Administrator. Notwithstanding the foregoing, the Grantee may
designate one or more beneficiaries of the Grantee's Incentive Stock Option or
Non-Qualified Stock Option in the event of the Grantee's death on a beneficiary
designation form provided by the Administrator. Following the death of the
Grantee, the Option, to the extent provided in Section 7, may be exercised (a)
by the person or persons designated under the deceased Grantee's beneficiary
designation or (b) in the absence of an effectively designated beneficiary, by
the Grantee's legal representative or by any person empowered to do so under the
deceased Grantee's will or under the then applicable laws of descent and
distribution. The terms of the Option shall be binding upon the executors,
administrators, heirs, successors and transferees of the Grantee.

      9. Term of Option. The Option must be exercised no later than the
Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein. After the Expiration Date or such earlier date, the Option
shall be of no further force or effect and may not be exercised.

      10. Tax Consequences. Set forth below is a brief summary as of the date of
this Option Agreement of some of the federal tax consequences of exercise of the
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE GRANTEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

            (a) Exercise of Incentive Stock Option. If the Option qualifies as
an Incentive Stock Option, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price will be
treated as income for purposes of the alternative minimum tax for federal tax
purposes and may subject the Grantee to the alternative minimum tax in the year
of exercise. However, the Internal Revenue Service issued proposed regulations
which would subject the Grantee to withholding at the time the Grantee exercises
an Incentive Stock Option for Social Security and Medicare based upon the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price. These proposed regulations are subject to further
modification by the Internal Revenue Service and, if adopted, would be effective
only for the exercise of an Incentive Stock Option that occurs two years after
the regulations are issued in final form.

            (b) Exercise of Incentive Stock Option Following Disability. If the
Grantee's Continuous Service terminates as a result of Disability that is not
permanent and total disability as such term is defined in Section 22(e)(3) of
the Code, to the extent permitted on the date of termination, the Grantee must
exercise an Incentive Stock Option within three (3) months of such termination
for the Incentive Stock Option to be qualified as an Incentive Stock Option.
Section 22(e)(3) of the Code provides that an individual is permanently and
totally disabled if he or she is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve (12) months.


                                       5
<PAGE>

            (c) Exercise of Non-Qualified Stock Option. On exercise of a
Non-Qualified Stock Option, the Grantee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price. If the Grantee is an Employee or a former Employee, the Company
will be required to withhold from the Grantee's compensation or collect from the
Grantee and pay to the applicable taxing authorities an amount in cash equal to
a percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.

            (d) Disposition of Shares. In the case of a Non-Qualified Stock
Option, if Shares are held for more than one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes. In the case of an Incentive Stock Option, if Shares
transferred pursuant to the Option are held for more than one year after receipt
of the Shares and are disposed more than two years after the Date of Award, any
gain realized on disposition of the Shares also will be treated as capital gain
for federal income tax purposes and subject to the same tax rates and holding
periods that apply to Shares acquired upon exercise of a Non-Qualified Stock
Option. If Shares purchased under an Incentive Stock Option are disposed of
prior to the expiration of such one-year or two-year periods, any gain realized
on such disposition will be treated as compensation income (taxable at ordinary
income rates) to the extent of the difference between the Exercise Price and the
lesser of (i) the Fair Market Value of the Shares on the date of exercise, or
(ii) the sale price of the Shares.

      11. Entire Agreement: Governing Law. The Notice, the Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan and this Option Agreement (except as expressly provided therein) is
intended to confer any rights or remedies on any persons other than the parties.
The Notice, the Plan and this Option Agreement are to be construed in accordance
with and governed by the internal laws of the State of Texas without giving
effect to any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of the State of Texas to the
rights and duties of the parties. Should any provision of the Notice, the Plan
or this Option Agreement be determined to be illegal or unenforceable, such
provision shall be enforced to the fullest extent allowed by law and the other
provisions shall nevertheless remain effective and shall remain enforceable.

      12. Construction. The captions used in the Notice and this Option
Agreement are inserted for convenience and shall not be deemed a part of the
Option for construction or interpretation. Except when otherwise indicated by
the context, the singular shall include the plural and the plural shall include
the singular. Use of the term "or" is not intended to be exclusive, unless the
context clearly requires otherwise.


                                       6
<PAGE>

      13. Administration and Interpretation. Any question or dispute regarding
the administration or interpretation of the Notice, the Plan or this Option
Agreement shall be submitted by the Grantee or by the Company to the
Administrator. The resolution of such question or dispute by the Administrator
shall be final and binding on all persons.

      14. Venue and Waiver of Jury Trial. The Company, the Grantee, and the
Grantee's assignees pursuant to Section 8 (the "parties") agree that any suit,
action, or proceeding arising out of or relating to the Notice, the Plan or this
Option Agreement shall be brought in the United States District Court for the
Northern District of Texas (or should such court lack jurisdiction to hear such
action, suit or proceeding, in a Texas state court in the County of Dallas) and
that the parties shall submit to the jurisdiction of such court. The parties
irrevocably waive, to the fullest extent permitted by law, any objection the
party may have to the laying of venue for any such suit, action or proceeding
brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR
MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or
more provisions of this Section 14 shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such provisions
shall be modified to the minimum extent necessary to make it or its application
valid and enforceable.

      15. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.

                                END OF AGREEMENT


                                       7
<PAGE>

                                    EXHIBIT A

                    CRDENTIA CORP. 2004 STOCK INCENTIVE PLAN

                                 EXERCISE NOTICE

Crdentia Corp.
14114 Dallas Parkway, Suite 600
Dallas, Texas  75254
Attention: Secretary

      1. Exercise of Option. Effective as of today, ______________, ___ the
undersigned (the "Grantee") hereby elects to exercise the Grantee's option to
purchase ___________ shares of the Common Stock (the "Shares") of Crdentia Corp.
(the "Company") under and pursuant to the Company's 2004 Stock Incentive Plan,
as amended from time to time (the "Plan") and the [ ] Incentive [ ]
Non-Qualified Stock Option Award Agreement (the "Option Agreement") and Notice
of Stock Option Award (the "Notice") dated ______________, ________. Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Exercise Notice.

      2. Representations of the Grantee. The Grantee acknowledges that the
Grantee has received, read and understood the Notice, the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.

      3. Rights as Stockholder. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 10 of the Plan.

      4. Delivery of Payment. The Grantee herewith delivers to the Company the
full Exercise Price for the Shares, which, to the extent selected, shall be
deemed to be satisfied by use of the broker-dealer sale and remittance procedure
to pay the Exercise Price provided in Section 3(d) of the Option Agreement.

      5. Tax Consultation. The Grantee understands that the Grantee may suffer
adverse tax consequences as a result of the Grantee's purchase or disposition of
the Shares. The Grantee represents that the Grantee has consulted with any tax
consultants the Grantee deems advisable in connection with the purchase or
disposition of the Shares and that the Grantee is not relying on the Company for
any tax advice.

      6. Taxes. The Grantee agrees to satisfy all applicable foreign, federal,
state and local income and employment tax withholding obligations and herewith
delivers to the Company the full amount of such obligations or has made
arrangements acceptable to the Company to satisfy such obligations. In the case
of an Incentive Stock Option, the Grantee also agrees, as partial consideration
for the designation of the Option as an Incentive Stock Option, to notify the
Company in writing within thirty (30) days of any disposition of any shares
acquired by exercise of the Option if such disposition occurs within two (2)
years from the Date of Award or within one (1) year from the date the Shares
were transferred to the Grantee. If the Company is required to satisfy any
foreign, federal, state or local income or employment tax withholding
obligations as a result of such an early disposition, the Grantee agrees to
satisfy the amount of such withholding in a manner that the Administrator
prescribes.


                                       1
<PAGE>

      7. Successors and Assigns. The Company may assign any of its rights under
this Exercise Notice to single or multiple assignees, and this agreement shall
inure to the benefit of the successors and assigns of the Company. This Exercise
Notice shall be binding upon the Grantee and his or her heirs, executors,
administrators, successors and assigns.

      8. Construction. The captions used in this Exercise Notice are inserted
for convenience and shall not be deemed a part of this agreement for
construction or interpretation. Except when otherwise indicated by the context,
the singular shall include the plural and the plural shall include the singular.
Use of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.

      9. Administration and Interpretation. The Grantee hereby agrees that any
question or dispute regarding the administration or interpretation of this
Exercise Notice shall be submitted by the Grantee or by the Company to the
Administrator. The resolution of such question or dispute by the Administrator
shall be final and binding on all persons.

      10. Governing Law; Severability. This Exercise Notice is to be construed
in accordance with and governed by the internal laws of the State of Texas
without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of
Texas to the rights and duties of the parties. Should any provision of this
Exercise Notice be determined by a court of law to be illegal or unenforceable,
such provision shall be enforced to the fullest extent allowed by law and the
other provisions shall nevertheless remain effective and shall remain
enforceable.

      11. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown below beneath its signature, or to
such other address as such party may designate in writing from time to time to
the other party.

      12. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.


                                       2
<PAGE>

      13. Entire Agreement. The Notice, the Plan and the Option Agreement are
incorporated herein by reference and together with this Exercise Notice
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan, the Option Agreement and this Exercise Notice (except as expressly
provided therein) is intended to confer any rights or remedies on any persons
other than the parties.

Submitted by:                            Accepted by:

GRANTEE:                                 CRDENTIA CORP.

                                         By:
                                            ------------------------------------

                                         Title:
------------------------------                 ---------------------------------
          (Signature)

Address:                                 Address:

                                         14114 Dallas Parkway, Suite 600
------------------------------
                                         Dallas, Texas  75254
------------------------------


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>8
<FILENAME>v019246_ex99-5.txt
<TEXT>
                                                                    EXHIBIT 99.5

                    CRDENTIA CORP. 2004 STOCK INCENTIVE PLAN

                           NOTICE OF STOCK BONUS AWARD
                           ---------------------------

      Grantee's Name and Address:   _______________________________________

                                    _______________________________________

                                    _______________________________________

      You (the "Grantee") have been granted shares of Common Stock of the
Company (the "Award"), subject to the terms and conditions of this Notice of
Stock Bonus Award (the "Notice"), the Crdentia Corp. 2004 Stock Incentive Plan,
as amended from time to time (the "Plan"), and the Stock Bonus Award Agreement
(the "Agreement") attached hereto, as follows. Unless otherwise defined herein,
the terms defined in the Plan shall have the same defined meanings in this
Notice.

      Award Number                  _______________________________________

      Date of Award                 (*) ___________________________________

      Total Number of Shares
      of Common Stock Awarded
      (the "Shares")                _______________________________________

      Aggregate Fair Market
      Value of the Shares           (*) $__________________________________


      (*) To be determined following receipt by the Company of the Notice singed
      by the Grantee.


Vesting:

      100% of the Shares shall be vested on the Date of Award.

      IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Award is to be governed by the terms and conditions of this
Notice, the Plan and the Agreement.

                                    Crdentia Corp.,
                                    a Delaware corporation

                                    By: _______________________________________

                                    Title: ____________________________________

THE GRANTEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT
NOR IN THE PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO
CONTINUATION OF THE GRANTEE'S CONTINUOUS SERIVCE, NOR SHALL IT INTERFERE IN ANY
WAY WITH THE GRANTEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE GRANTEE'S
CONTINUOUS SERIVCE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT
NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN
EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS
AT WILL.


                                       1
<PAGE>

      The Grantee acknowledges receipt of a copy of the Plan and the Agreement
and represents that he or she is familiar with the terms and provisions thereof,
and hereby accepts the Award subject to all of the terms and provisions hereof
and thereof. The Grantee has reviewed this Notice, the Agreement and the Plan in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Notice and fully understands all provisions of this Notice, the
Agreement and the Plan. The Grantee hereby agrees that all questions of
interpretation and administration relating to this Notice, the Plan and the
Agreement shall be resolved by the Plan Administrator in accordance with Section
6 of the Agreement. The Grantee further agrees to the venue selection and waiver
of a jury trial in accordance with Section 7 of the Agreement. The Grantee
further agrees to notify the Company upon any change in the residence address
indicated in this Notice.

      The Grantee further agrees not to sell, contract to sell, grant any option
to purchase, transfer the economic risk of ownership in, make any short sale of,
pledge or otherwise transfer or dispose of the Shares (or any interest in the
Shares) prior to the date that is nine (9) months after the Date of Award in
accordance with Section 3 of the Agreement.

Dated: ______________________       Signed: _________________________________


                                       2
<PAGE>

                                             AWARD NUMBER:  __________________

                    CRDENTIA CORP. 2004 STOCK INCENTIVE PLAN

                           STOCK BONUS AWARD AGREEMENT
                           ---------------------------

      1. Issuance of Shares. Crdentia Corp., a Delaware corporation (the
"Company"), hereby issues to the Grantee (the "Grantee") named in the Notice of
Stock Bonus Award (the "Notice"), the Total Number of Shares of Common Stock
Awarded set forth in the Notice (the "Shares"), subject to the Notice, this
Stock Bonus Award Agreement (the "Agreement") and the terms and provisions of
the Company's 2004 Stock Incentive Plan, as amended from time to time (the
"Plan"), which are incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Agreement. All Shares issued hereunder will be deemed issued to the Grantee
as fully paid and nonassessable shares, and the Grantee will have the right to
vote the Shares at meetings of the Company's stockholders. The Company shall pay
any applicable stock transfer taxes imposed upon the issuance of the Shares to
the Grantee hereunder.

      2. Taxes.

            (a) Payment of Withholding Taxes. The Company shall pay on behalf of
the Grantee applicable income and employment tax withholding obligations,
whether United States federal, state, or local (the "Tax Withholding
Obligation"), arising out of or related to the receipt of the Shares.

            (b) Additional Taxes. The Grantee is ultimately liable and
responsible for all taxes owed by the Grantee in connection with the Award other
than the Tax Withholding Obligation. Neither the Company nor any Related Entity
makes any representation or undertaking regarding the tax treatment in
connection with the subsequent sale of Shares subject to the Award.

      3. Transfer Restrictions.

            (a) Lock-Up. The Grantee agrees not to sell, contract to sell, grant
any option to purchase, transfer the economic risk of ownership in, make any
short sale of, pledge or otherwise transfer or dispose of the Shares (or any
interest in the Shares) prior to the date that is nine (9) months after the Date
of Award (set forth in the Notice). Any attempt to transfer the Shares in
violation of this Section 3 will be null and void and will be disregarded.

            (b) RESIDENTS OF GEORGIA: THESE SHARES HAVE BEEN ISSUED IN RELIANCE
ON PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND
MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER
SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.


                                       1
<PAGE>

      4. Entire Agreement: Governing Law. The Notice, the Plan and this
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan and this Agreement (except as expressly provided therein) is intended
to confer any rights or remedies on any persons other than the parties. The
Notice, the Plan and this Agreement are to be construed in accordance with and
governed by the internal laws of the State of Texas without giving effect to any
choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of Texas to the rights
and duties of the parties. Should any provision of the Notice, the Plan or this
Agreement be determined to be illegal or unenforceable, such provision shall be
enforced to the fullest extent allowed by law and the other provisions shall
nevertheless remain effective and shall remain enforceable.

      5. Construction. The captions used in the Notice and this Agreement are
inserted for convenience and shall not be deemed a part of the Award for
construction or interpretation. Except when otherwise indicated by the context,
the singular shall include the plural and the plural shall include the singular.
Use of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.

      6. Administration and Interpretation. Any question or dispute regarding
the administration or interpretation of the Notice, the Plan or this Agreement
shall be submitted by the Grantee or by the Company to the Plan Administrator.
The resolution of such question or dispute by the Plan Administrator shall be
final and binding on all persons.

      7. Venue and Waiver of Jury Trial. The Company and the Grantee (the
"parties") agree that any suit, action, or proceeding arising out of or relating
to the Notice, the Plan or this Agreement shall be brought in the United States
District Court for the Northern District of Texas (or should such court lack
jurisdiction to hear such action, suit or proceeding, in a Texas state court in
the County of Dallas) and that the parties shall submit to the jurisdiction of
such court. The parties irrevocably waive, to the fullest extent permitted by
law, any objection the party may have to the laying of venue for any such suit,
action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY
RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR
PROCEEDING. If any one or more provisions of this Section 7 shall for any reason
be held invalid or unenforceable, it is the specific intent of the parties that
such provisions shall be modified to the minimum extent necessary to make it or
its application valid and enforceable.

      8. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.

                                END OF AGREEMENT

                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.10
<SEQUENCE>9
<FILENAME>v019246_ex99-10.txt
<TEXT>
                                                                   EXHIBIT 99.10

                                 CRDENTIA CORP.

                     NOTICE OF RESTRICTED STOCK BONUS AWARD
                     --------------------------------------

      Grantee's Name and Address:   James D. Durham
                                    14114 Dallas Parkway, Suite 600
                                    Dallas, Texas  75254

      You (the "Grantee") have been granted shares of Common Stock of the
Company (the "Award"), subject to the terms and conditions of this Notice of
Restricted Stock Bonus Award (the "Notice") and the Restricted Stock Bonus Award
Agreement (the "Agreement") attached hereto, as follows. Unless otherwise
defined herein, the terms defined in the Agreement shall have the same defined
meanings in this Notice.

      Award Number                  1

      Date of Award                 May __, 2005

      Vesting Commencement Date     May __, 2005

      Total Number of Shares
      of Common Stock Awarded
      (the "Shares")                2,000,000

      Aggregate Fair Market
      Value of the Shares           $______________________________________


Vesting Schedule:

      Subject to the Grantee's Continuous Service and other limitations set
forth in this Notice and the Agreement, the Shares will "vest" in accordance
with the following schedule:

      In the event the average daily trading volume for the Company's Common
      Stock over any consecutive thirty (30) day period equals or exceeds
      100,000 shares (the "Trading Volume Goal"), then the Shares shall vest as
      follows: 50,000 Shares shall vest on Wednesday of each week following the
      achievement of the Trading Volume Goal for a period of forty (40) weeks
      until the Shares are fully vested. In the event the Trading Volume Goal is
      achieved, the Shares shall continue to vest in accordance with the
      foregoing schedule even if the average daily trading volume for the
      Company's Common Stock over any consecutive thirty (30) day period after
      the achievement of the Trading Volume Goal is less than 100,000 shares.

      Notwithstanding the foregoing, 100% of the Shares shall vest on the 5th
      anniversary of the Vesting Commencement Date regardless of whether or not
      the Trading Volume Goal is achieved.


                                       1
<PAGE>

      In the event the Grantee's Continuous Service terminates as a result of
his or her death or Disability, the Shares automatically shall become fully
vested immediately prior to the date of such termination of Continuous Service.

      During any authorized leave of absence, the vesting of the Shares as
provided in this schedule shall be suspended after the leave of absence exceeds
a period of three (3) months. Vesting of the Shares shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity. The Vesting Schedule of the Shares shall be
extended by the length of the suspension.

      In the event of the Grantee's change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant, the Shares
shall continue to vest in accordance with the Vesting Schedule set forth above.

      The Award shall be subject to the provisions of Section 14 of the
Agreement relating to the vesting of the Shares in the event of a Corporate
Transaction.

      For purposes of this Notice and the Agreement, the term "vest" shall mean,
with respect to any Shares, that such Shares are no longer subject to forfeiture
to the Company. Shares that have not vested are deemed "Restricted Shares." If
the Grantee would become vested in a fraction of a Restricted Share, such
Restricted Share shall not vest until the Grantee becomes vested in the entire
Share.

      Vesting shall cease upon the date of termination of the Grantee's
Continuous Service for any reason, other than death or Disability. In the event
the Grantee's Continuous Service is terminated for any reason, other than death
or Disability, any Restricted Shares held by the Grantee immediately following
such termination of Continuous Service shall be deemed reconveyed to the Company
and the Company shall thereafter be the legal and beneficial owner of the
Restricted Shares and shall have all rights and interest in or related thereto
without further action by the Grantee. The foregoing forfeiture provisions set
forth in this Notice as to Restricted Shares shall apply to the new capital
stock or other property (including cash paid other than as a regular cash
dividend) received in exchange for the Shares in consummation of any transaction
described in Section 14 of the Agreement and such stock or property shall be
deemed Additional Securities for purposes of the Agreement, but only to the
extent the Shares are at the time covered by such forfeiture provisions.

      IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Award is to be governed by the terms and conditions of this
Notice and the Agreement.

                                    Crdentia Corp.,
                                    a Delaware corporation

                                    By: _______________________________________

                                    Title: __________________________________

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE
GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE NOR THE
AGREEMENT SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION
OF THE GRANTEE'S CONTINUOUS SERIVCE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE GRANTEE'S CONTINUOUS
SERIVCE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE
GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT
WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS AT WILL.


                                       2
<PAGE>

      As a condition to receiving the Shares, the Grantee agrees to refrain from
making an election pursuant to Section 83(b) of the Code with respect to the
Shares.

      The Grantee acknowledges receipt of the Agreement and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts the
Award subject to all of the terms and provisions hereof and thereof. The Grantee
has reviewed this Notice and the Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and
fully understands all provisions of this Notice and the Agreement. The Grantee
hereby agrees that all questions of interpretation and administration relating
to this Notice and the Agreement shall be resolved by the Board in accordance
with Section 11 of the Agreement. The Grantee further agrees to the venue
selection and waiver of a jury trial in accordance with Section 12 of the
Agreement. The Grantee further agrees to notify the Company upon any change in
the residence address indicated in this Notice.

Dated: ______________________       Signed: _________________________________


                                       3
<PAGE>

                                                                AWARD NUMBER:  1

                                 CRDENTIA CORP.

                     RESTRICTED STOCK BONUS AWARD AGREEMENT
                     --------------------------------------

      1. Issuance of Shares. Crdentia, a Delaware corporation (the "Company"),
hereby issues to the Grantee (the "Grantee") named in the Notice of Restricted
Stock Bonus Award (the "Notice"), the Total Number of Shares of Common Stock
Awarded set forth in the Notice (the "Shares"), subject to the Notice and this
Restricted Stock Bonus Award Agreement (the "Agreement"). All Shares issued
hereunder will be deemed issued to the Grantee as fully paid and nonassessable
shares, and the Grantee will have the right to vote the Shares at meetings of
the Company's stockholders. The Company shall pay any applicable stock transfer
taxes imposed upon the issuance of the Shares to the Grantee hereunder.

      2. Transfer Restrictions. The Shares issued to the Grantee hereunder may
not be sold, transferred by gift, pledged, hypothecated, or otherwise
transferred or disposed of by the Grantee prior to the date when the Shares
become vested pursuant to the Vesting Schedule set forth in the Notice. Any
attempt to transfer Restricted Shares in violation of this Section 2 will be
null and void and will be disregarded.

      3. Escrow of Stock. For purposes of facilitating the enforcement of the
provisions of this Agreement, the Grantee agrees, immediately upon receipt of
the certificate(s) for the Restricted Shares, to deliver such certificate(s),
together with an Assignment Separate from Certificate in the form attached
hereto as Exhibit A, executed in blank by the Grantee with respect to each such
stock certificate, to the Secretary or Assistant Secretary of the Company, or
their designee, to hold in escrow for so long as such Restricted Shares have not
vested pursuant to the Vesting Schedule set forth in the Notice, with the
authority to take all such actions and to effectuate all such transfers and/or
releases as may be necessary or appropriate to accomplish the objectives of this
Agreement in accordance with the terms hereof. The Grantee hereby acknowledges
that the appointment of the Secretary or Assistant Secretary of the Company (or
their designee) as the escrow holder hereunder with the stated authorities is a
material inducement to the Company to make this Agreement and that such
appointment is coupled with an interest and is accordingly irrevocable. The
Grantee agrees that such escrow holder shall not be liable to any party hereto
(or to any other party) for any actions or omissions unless such escrow holder
is grossly negligent relative thereto. The escrow holder may rely upon any
letter, notice or other document executed by any signature purported to be
genuine and may resign at any time. Upon the vesting of Restricted Shares, the
escrow holder will, without further order or instruction, transmit to the
Grantee the certificate evidencing such Shares.


                                       1
<PAGE>

      4. Additional Securities and Distributions.

            (a) Any securities or cash received (other than a regular cash
dividend) as the result of ownership of the Restricted Shares (the "Additional
Securities"), including, but not by way of limitation, warrants, options and
securities received as a stock dividend or stock split, or as a result of a
recapitalization or reorganization or other similar change in the Company's
capital structure, shall be retained in escrow in the same manner and subject to
the same conditions and restrictions as the Restricted Shares with respect to
which they were issued, including, without limitation, the Vesting Schedule set
forth in the Notice. The Grantee shall be entitled to direct the Company to
exercise any warrant or option received as Additional Securities upon supplying
the funds necessary to do so, in which event the securities so purchased shall
constitute Additional Securities, but the Grantee may not direct the Company to
sell any such warrant or option. If Additional Securities consist of a
convertible security, the Grantee may exercise any conversion right, and any
securities so acquired shall constitute Additional Securities. In the event of
any change in certificates evidencing the Shares or the Additional Securities by
reason of any recapitalization, reorganization or other transaction that results
in the creation of Additional Securities, the escrow holder is authorized to
deliver to the issuer the certificates evidencing the Shares or the Additional
Securities in exchange for the certificates of the replacement securities.

            (b) The Company shall disburse to the Grantee all regular cash
dividends with respect to the Shares and Additional Securities (whether vested
or not), less any applicable withholding obligations.

      5. Taxes.

            (a) No Section 83(b) Election. As a condition to receiving the
Shares, the Grantee agrees to refrain from making an election pursuant to
Section 83(b) of the Code with respect to the Shares.

            (b) Tax Liability. The Grantee is ultimately liable and responsible
for all taxes owed by the Grantee in connection with the Award, regardless of
any action the Company or any Related Entity takes with respect to any tax
withholding obligations that arise in connection with the Award. Neither the
Company nor any Related Entity makes any representation or undertaking regarding
the treatment of any tax withholding in connection with the grant or vesting of
the Award or the subsequent sale of Shares subject to the Award. The Company and
its Related Entities do not commit and are under no obligation to structure the
Award to reduce or eliminate the Grantee's tax liability.

            (c) Payment of Withholding Taxes. Prior to any event in connection
with the Award (e.g., vesting) that the Company determines may result in any tax
withholding obligation, whether United States federal, state, local or non-U.S.,
including any employment tax obligation (the "Tax Withholding Obligation"), the
Grantee must arrange for the satisfaction of the minimum amount of such Tax
Withholding Obligation in a manner acceptable to the Company.


                                       2
<PAGE>

                  (i) By Share Withholding. The Grantee authorizes the Company
to, upon the exercise of its sole discretion, withhold from those Shares
issuable to the Grantee the whole number of Shares sufficient to satisfy the
minimum applicable Tax Withholding Obligation. The Grantee acknowledges that the
withheld Shares may not be sufficient to satisfy the Grantee's minimum Tax
Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the withholding of Shares described above.

                  (ii) By Sale of Shares. Unless the Grantee determines to
satisfy the Tax Withholding Obligation by some other means in accordance with
clause (iii) below, the Grantee's acceptance of this Award constitutes the
Grantee's instruction and authorization to the Company and any brokerage firm
determined acceptable to the Company for such purpose to sell on the Grantee's
behalf a whole number of Shares from those Shares issuable to the Grantee as the
Company determines to be appropriate to generate cash proceeds sufficient to
satisfy the minimum applicable Tax Withholding Obligation. Such Shares will be
sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or
as soon thereafter as practicable. The Grantee will be responsible for all
broker's fees and other costs of sale, and the Grantee agrees to indemnify and
hold the Company harmless from any losses, costs, damages, or expenses relating
to any such sale. To the extent the proceeds of such sale exceed the Grantee's
minimum Tax Withholding Obligation, the Company agrees to pay such excess in
cash to the Grantee. The Grantee acknowledges that the Company or its designee
is under no obligation to arrange for such sale at any particular price, and
that the proceeds of any such sale may not be sufficient to satisfy the
Grantee's minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to
pay to the Company or any Related Entity as soon as practicable, including
through additional payroll withholding, any amount of the Tax Withholding
Obligation that is not satisfied by the sale of Shares described above.

                  (iii) By Check, Wire Transfer or Other Means. At any time not
less than five (5) business days (or such fewer number of business days as
determined by the Board) before any Tax Withholding Obligation arises (e.g., a
vesting date), the Grantee may elect to satisfy the Grantee's Tax Withholding
Obligation by delivering to the Company an amount that the Company determines is
sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to
such account as the Company may direct, (y) delivery of a certified check
payable to the Company, or (z) such other means as specified from time to time
by the Board.

      6. Stop-Transfer Notices. In order to ensure compliance with the
restrictions on transfer set forth in this Agreement or the Notice, the Company
may issue appropriate "stop transfer" instructions to its transfer agent, if
any, and, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

      7. Refusal to Transfer. The Company shall not be required (i) to transfer
on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.


                                       3
<PAGE>

      8. Restrictive Legends. The Grantee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by the Company
or by state or federal securities laws:

      THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE
      TERMS OF THAT CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT
      BETWEEN THE COMPANY AND THE NAMED STOCKHOLDERS. THE SHARES
      REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
      ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH
      THE SECRETARY OF THE COMPANY.

      9. Entire Agreement: Governing Law. The Notice and this Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. These agreements are
to be construed in accordance with and governed by the internal laws of the
State of Texas without giving effect to any choice of law rule that would cause
the application of the laws of any jurisdiction other than the internal laws of
the State of Texas to the rights and duties of the parties. Should any provision
of the Notice or this Agreement be determined to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain
enforceable.

      10. Headings. The captions used in this Agreement are inserted for
convenience and shall not be deemed a part of this Agreement for construction or
interpretation.

      11. Administration and Interpretation. Any question or dispute regarding
the administration or interpretation of the Notice or this Agreement shall be
submitted by the Grantee or by the Company to the Board. The resolution of such
question or dispute by the Board shall be final and binding on all persons.

      12. Venue and Waiver of Jury Trial. The parties agree that any suit,
action, or proceeding arising out of or relating to the Notice or this Agreement
shall be brought in the United States District Court for the Northern District
of Texas (or should such court lack jurisdiction to hear such action, suit or
proceeding, in a Texas state court in the County of Dallas) and that the parties
shall submit to the jurisdiction of such court. The parties irrevocably waive,
to the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such court.
THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL
OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this
Section 12 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.


                                       4
<PAGE>

      13. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.

      14. Corporate Transaction.

            (a) In the event of a Corporate Transaction and for the portion of
the Award that is neither Assumed nor Replaced, (i) such portion of the Award
shall automatically become fully vested for all of the Shares at the time
represented by such portion of the Award, immediately prior to the specified
effective date of such Corporate Transaction, provided that the Grantee's
Continuous Service has not terminated prior to such date and (ii) the Award
shall be subject to the terms of the agreement implementing the Corporate
Transaction between the Company and the successor entity or Parent thereof and
the Grantee shall be deemed to have agreed to the terms of such agreement
applicable to the Award.

            (b) In the event of a Corporate Transaction and for the portion of
the Award that is Assumed or Replaced, then the Award (if Assumed), the
replacement award (if Replaced), or the cash incentive program (if Replaced)
automatically shall become fully vested, exercisable and payable for all of the
Shares at the time represented by such Assumed or Replaced portion of the Award,
immediately upon termination of the Grantee's Continuous Service if such
Continuous Service is terminated, within five (5) years after the Corporate
Transaction, by the successor company, the Company or a Related Entity without
Cause or voluntarily by the Grantee with Good Reason. Notwithstanding the
foregoing, if upon the consummation of a Corporate Transaction the Award is
Replaced, the Award shall terminate and any Restricted Shares held by the
Grantee shall be deemed reconveyed to the Company as if the Grantee's Continuous
Service had terminated immediately prior to the effective date of such Corporate
Transaction.

      15. Definitions. As used herein, the following definitions shall apply:

            (a) "Applicable Laws" means the legal requirements applicable to the
issuance of Awards, if any, under applicable provisions of federal securities
laws, state corporate and securities laws, the Code, the rules of any applicable
stock exchange or national market system, and the rules of any non-U.S.
jurisdiction applicable to Awards granted to residents therein.

            (b) "Assumed" means that pursuant to a Corporate Transaction either
(i) the Award is expressly affirmed by the Company or (ii) the contractual
rights and obligations represented by the Award are expressly assumed (and not
simply by operation of law) by the successor entity or its Parent in connection
with the Corporate Transaction with appropriate adjustments to the number and
type of securities of the successor entity or its Parent subject to the Award
and the exercise or purchase price thereof which at least preserves the
compensation element of the Award existing at the time of the Corporate
Transaction as determined in accordance with the instruments evidencing the
agreement to assume the Award.


                                       5
<PAGE>

            (c) "Award" means the sale of Restricted Shares hereunder.

            (d) "Board" means the Board of Directors of the Company and shall
include any committee of the Board or Officer of the Company to which the Board
has delegated its authority under this Agreement.

            (e) "Cause" means, with respect to the termination by the Company or
a Related Entity of the Grantee's Continuous Service, that such termination is
for "Cause" as such term is expressly defined in a then-effective written
agreement between the Grantee and the Company or such Related Entity, or in the
absence of such then-effective written agreement and definition, is based on, in
the determination of the Board, the Grantee's: (i) performance of any act or
failure to perform any act in bad faith and to the detriment of the Company or a
Related Entity; (ii) dishonesty, intentional misconduct or material breach of
any agreement with the Company or a Related Entity; or (iii) commission of a
crime involving dishonesty, breach of trust, or physical or emotional harm to
any person.

            (f) "Code" means the Internal Revenue Code of 1986, as amended.

            (g) "Common Stock" means the common stock of the Company.

            (h) "Company" means Crdentia Corp., a Delaware corporation.

            (i) "Consultant" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

            (j) "Continuous Service" means that the provision of services to the
Company or a Related Entity in any capacity of Employee, Director or Consultant,
is not interrupted or terminated. In jurisdictions requiring notice in advance
of an effective termination as an Employee, Director or Consultant, Continuous
Service shall be deemed terminated upon the actual cessation of providing
services to the Company or a Related Entity notwithstanding any required notice
period that must be fulfilled before a termination as an Employee, Director or
Consultant can be effective under Applicable Laws. The Grantee's Continuous
Service shall be deemed to have terminated either upon an actual termination of
Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity. Continuous Service shall not be considered
interrupted in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Related Entity, or any successor, in any capacity of
Employee, Director or Consultant, or (iii) any change in status as long as the
individual remains in the service of the Company or a Related Entity in any
capacity of Employee, Director or Consultant (except as otherwise provided in
the Award Agreement). An approved leave of absence shall include sick leave,
military leave, or any other authorized personal leave.

            (k) "Corporate Transaction" means any of the following transactions,
provided, however, that the Board shall determine under parts (iv) and (v)
whether multiple transactions are related, and its determination shall be final,
binding and conclusive:


                                       6
<PAGE>

                  (i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

                  (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations);

                  (iii) the complete liquidation or dissolution of the Company;

                  (iv) any reverse merger or series of related transactions
culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but
(A) the shares of Common Stock outstanding immediately prior to such merger are
converted or exchanged by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, or (B) in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Company's outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger
or the initial transaction culminating in such merger, but excluding any such
transaction or series of related transactions that the Board determines shall
not be a Corporate Transaction; or

                  (v) acquisition in a single or series of related transactions
by any person or related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Board determines shall not be a Corporate Transaction.

            (l) "Director" means a member of the Board or the board of directors
of any Related Entity.

            (m) "Disability" means as such term is expressly defined in a
then-effective written agreement between the Grantee and the Company or such
Related Entity, or in the absence of such then-effective written agreement and
definition, as defined under the long-term disability policy of the Company or
the Related Entity to which the Grantee provides services regardless of whether
the Grantee is covered by such policy. In the absence of a written agreement
containing a definition of disability and if the Company or the Related Entity
to which the Grantee provides service does not have a long-term disability plan
in place, "Disability" means that a Grantee is unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment for a period of not
less than ninety (90) consecutive days. A Grantee will not be considered to have
incurred a Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Board in its discretion.

            (n) "Employee" means any person, including an Officer or Director,
who is in the employ of the Company or any Related Entity, subject to the
control and direction of the Company or any Related Entity as to both the work
to be performed and the manner and method of performance. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient to
constitute "employment" by the Company.


                                       7
<PAGE>

            (o) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (p) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (i) If the Common Stock is listed on one or more established
stock exchanges or national market systems, including without limitation The
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on the principal exchange or
system on which the Common Stock is listed (as determined by the Board) on the
date of determination (or, if no closing sales price or closing bid was reported
on that date, as applicable, on the last trading date such closing sales price
or closing bid was reported), as reported in The Wall Street Journal or such
other source as the Board deems reliable;

                  (ii) If the Common Stock is regularly quoted on an automated
quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for
such stock as quoted on such system or by such securities dealer on the date of
determination, but if selling prices are not reported, the Fair Market Value of
a share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the date of determination (or, if no such prices
were reported on that date, on the last date such prices were reported), as
reported in The Wall Street Journal or such other source as the Board deems
reliable; or

                  (iii) In the absence of an established market for the Common
Stock of the type described in (i) and (ii), above, the Fair Market Value
thereof shall be determined by the Board in good faith.

            (q) "Good Reason" means the occurrence of any of the following
events or conditions unless consented to by the Grantee (and the Grantee shall
be deemed to have consented to any such event or condition unless the Grantee
provides written notice of the Grantee's non-acquiescence within 30 days of the
effective time of such event or condition):

                  (i) a reduction in the Grantee's base salary to a level below
that in effect at any time within the preceding six (6) months; or

                  (ii) requiring the Grantee to be based at any place outside a
45-mile radius from the Grantee's job location except for reasonably required
travel on business.

            (r) "Officer" means a person who is an officer of the Company or a
Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.

            (s) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.


                                       8
<PAGE>

            (t) "Related Entity" means any Parent or Subsidiary of the Company
and any business, corporation, partnership, limited liability company or other
entity in which the Company or a Parent or a Subsidiary of the Company holds a
substantial ownership interest, directly or indirectly.

            (u) "Replaced" means that pursuant to a Corporate Transaction the
Award is replaced with a comparable stock award or a cash incentive program of
the Company, the successor entity (if applicable) or Parent of either of them
which preserves the compensation element of such Award existing at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same (or a more favorable) vesting schedule applicable to such Award. The
determination of Award comparability shall be made by the Board and its
determination shall be final, binding and conclusive.

            (v) "Share" means a share of the Common Stock.

            (w) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

                                END OF AGREEMENT

                                       9
<PAGE>

                                    EXHIBIT A

                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE


            FOR VALUE RECEIVED, ____________________________ hereby sells,
assigns and transfers unto _______________________, __________________ (____)
shares of the Common Stock of Crdentia Corp., a Delaware corporation (the
"Company"), standing in his name on the books of, the Company represented by
Certificate No. __ herewith, and does hereby irrevocably constitute and appoint
the Secretary of the Company attorney to transfer the said stock in the books of
the Company with full power of substitution.

DATED: ________________

                                          _____________________________________


[PLEASE SIGN THIS DOCUMENT BUT DO NOT DATE IT. THE DATE AND INFORMATION OF THE
TRANSFEREE WILL BE COMPLETED IF AND WHEN THE SHARES ARE ASSIGNED.]

                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.13
<SEQUENCE>10
<FILENAME>v019246_ex99-13.txt
<TEXT>
                                                                   EXHIBIT 99.13
                                 CRDENTIA CORP.

                     NOTICE OF RESTRICTED STOCK BONUS AWARD
                     --------------------------------------

      Grantee's Name and Address:   Pamela G. Atherton
                                    14114 Dallas Parkway, Suite 600
                                    Dallas, Texas  75254

      You (the "Grantee") have been granted shares of Common Stock of the
Company (the "Award"), subject to the terms and conditions of this Notice of
Restricted Stock Bonus Award (the "Notice") and the Restricted Stock Bonus Award
Agreement (the "Agreement") attached hereto, as follows. Unless otherwise
defined herein, the terms defined in the Agreement shall have the same defined
meanings in this Notice.

      Award Number                  3

      Date of Award                 May __, 2005

      Vesting Commencement Date     May __, 2005

      Total Number of Shares
      of Common Stock Awarded
      (the "Shares")                900,000

      Aggregate Fair Market
      Value of the Shares           $_______________________

Vesting Schedule:

      Subject to the Grantee's Continuous Service and other limitations set
forth in this Notice and the Agreement, the Shares will "vest" in accordance
with the following schedule:

      In the event the average daily trading volume for the Company's Common
      Stock over any consecutive thirty (30) day period equals or exceeds
      100,000 shares (the "Trading Volume Goal"), then the Shares shall vest as
      follows: 22,500 Shares shall vest on Wednesday of each week following the
      achievement of the Trading Volume Goal for a period of forty (40) weeks
      until the Shares are fully vested; provided, however, that this number of
      Shares vesting each week shall be proportionally reduced in the event that
      Grantee forfeits any of the Shares pursuant to the provisions set forth
      below under the heading "Clawback of Shares." Subject to the foregoing, in
      the event the Trading Volume Goal is achieved, the Shares shall continue
      to vest in accordance with the foregoing schedule even if the average
      daily trading volume for the Company's Common Stock over any consecutive
      thirty (30) day period after the achievement of the Trading Volume Goal is
      less than 100,000 shares.


                                       1
<PAGE>

      Notwithstanding the foregoing, 100% of the Shares shall vest on the fifth
      (5th) anniversary of the Vesting Commencement Date regardless of whether
      or not the Trading Volume Goal is achieved.

Clawback of Shares:

      Subject to the Grantee's Continuous Service and other limitations set
forth in this Notice and the Agreement, Grantee shall forfeit 300,000 of the
Shares granted hereunder on each of June 30th, September 30th and December 31st
of 2005 (a "Clawback"), unless the Company has achieved the following amounts of
both (i) revenue and (ii) earnings before interest, taxes, depreciation and
amortization (and excluding stock compensation expense) ("EBITDA") during the
three months ending on such dates:

      (a)   June 30, 2005: Revenues ($11,461,423) and EBITDA ($382,551);

      (b)   September 30, 2005: Revenues ($12,271,029) and EBITDA ($514,406);
            and

      (c)   December 31, 2005: Revenues ($12,495,130) and EBITDA ($516,894).

      Notwithstanding the foregoing, in the event that the Company does not
achieve a certain revenue or EBIDTA threshold during the end of the first or
second quarterly period indicated above but in the second or third quarterly
period achieves an aggregate, cumulative amount of revenue or EBIDTA during such
six (6) or nine (9) month period (as the case may be) greater than or equal to
the combined quarterly targets for such periods, then Grantee and the Shares
shall not be subject to a Clawback with respect to such prior quarterly
period(s) as if the thresholds had been achieved during such period(s).
Notwithstanding the foregoing, however, such revenue and EBITDA targets must be
achieved no later than December 31, 2005.

Miscellaneous:

      In the event the Grantee's Continuous Service terminates as a result of
his or her death or Disability, the Shares automatically shall become fully
vested immediately prior to the date of such termination of Continuous Service
and also not be subject to any Clawback.

      During any authorized leave of absence, the vesting of the Shares as
provided in this schedule shall be suspended after the leave of absence exceeds
a period of three (3) months. Vesting of the Shares shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity. The Vesting Schedule of the Shares shall be
extended by the length of the suspension.

      In the event of the Grantee's change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant, the Shares
shall continue to vest in accordance with the Vesting Schedule set forth above.

      The Award shall be subject to the provisions of Section 14 of the
Agreement relating to the vesting of the Shares and the effect on any Clawback
right in the event of a Corporate Transaction.


                                       2
<PAGE>

      For purposes of this Notice and the Agreement, the term "vest" shall mean,
with respect to any Shares not subject to Clawback, that such Shares are no
longer subject to forfeiture to the Company. Shares that have not vested or
which are or may be subject to a Clawback are deemed "Restricted Shares." If the
Grantee would become vested in a fraction of a Restricted Share, such Restricted
Share shall not vest until the Grantee becomes vested in the entire Share.

      Vesting shall cease upon the date of termination of the Grantee's
Continuous Service for any reason, other than death or Disability. In the event
the Grantee's Continuous Service is terminated for any reason, other than death
or Disability, any Restricted Shares held by the Grantee immediately following
such termination of Continuous Service shall be deemed reconveyed to the Company
and the Company shall thereafter be the legal and beneficial owner of the
Restricted Shares and shall have all rights and interest in or related thereto
without further action by the Grantee. The foregoing forfeiture provisions set
forth in this Notice as to Restricted Shares shall apply to the new capital
stock or other property (including cash paid other than as a regular cash
dividend) received in exchange for the Shares in consummation of any transaction
described in Section 14 of the Agreement and such stock or property shall be
deemed Additional Securities for purposes of the Agreement, but only to the
extent the Shares are at the time covered by such forfeiture provisions.


                                       3
<PAGE>

      IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Award is to be governed by the terms and conditions of this
Notice and the Agreement.

                                    Crdentia Corp.,
                                    a Delaware corporation

                                    By: _______________________________________

                                    Title: ____________________________________

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST AND/OR BE
RELEASED FROM ANY CLAWBACK RIGHT, IF AT ALL, ONLY DURING THE PERIOD OF THE
GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND
AGREES THAT NOTHING IN THIS NOTICE NOR THE AGREEMENT SHALL CONFER UPON THE
GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE'S CONTINUOUS
SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE THE GRANTEE'S CONTINUOUS SERVICE AT ANY TIME, WITH
OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT
UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE
CONTRARY, THE GRANTEE'S STATUS IS AT WILL.

      As a condition to receiving the Shares, the Grantee agrees to refrain from
making an election pursuant to Section 83(b) of the Code with respect to the
Shares.

      The Grantee acknowledges receipt of the Agreement and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts the
Award subject to all of the terms and provisions hereof and thereof. The Grantee
has reviewed this Notice and the Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and
fully understands all provisions of this Notice and the Agreement. The Grantee
hereby agrees that all questions of interpretation and administration relating
to this Notice and the Agreement shall be resolved by the Board in accordance
with Section 11 of the Agreement. The Grantee further agrees to the venue
selection and waiver of a jury trial in accordance with Section 12 of the
Agreement. The Grantee further agrees to notify the Company upon any change in
the residence address indicated in this Notice.

Dated: ______________________       Signed: _________________________________


                                       4
<PAGE>

                                                                AWARD NUMBER:  2

                                 CRDENTIA CORP.

                     RESTRICTED STOCK BONUS AWARD AGREEMENT
                     --------------------------------------

      1. Issuance of Shares. Crdentia Corp., a Delaware corporation (the
"Company"), hereby issues to the Grantee (the "Grantee") named in the Notice of
Restricted Stock Bonus Award (the "Notice"), the Total Number of Shares of
Common Stock Awarded set forth in the Notice (the "Shares"), subject to the
Notice and this Restricted Stock Bonus Award Agreement (the "Agreement"). All
Shares issued hereunder will be deemed issued to the Grantee as fully paid and
nonassessable shares, and the Grantee will have the right to vote the Shares at
meetings of the Company's stockholders. The Company shall pay any applicable
stock transfer taxes imposed upon the issuance of the Shares to the Grantee
hereunder.

      2. Transfer Restrictions. The Shares issued to the Grantee hereunder may
not be sold, transferred by gift, pledged, hypothecated, or otherwise
transferred or disposed of by the Grantee prior to the date when the Shares
become vested pursuant to the Vesting Schedule and released from any Clawback as
set forth in the Notice. Any attempt to transfer Restricted Shares in violation
of this Section 2 will be null and void and will be disregarded.

      3. Escrow of Stock. For purposes of facilitating the enforcement of the
provisions of this Agreement, the Grantee agrees, immediately upon receipt of
the certificate(s) for the Restricted Shares, to deliver such certificate(s),
together with an Assignment Separate from Certificate in the form attached
hereto as Exhibit A, executed in blank by the Grantee with respect to each such
stock certificate, to the Secretary or Assistant Secretary of the Company, or
their designee, to hold in escrow for so long as such Restricted Shares have not
vested pursuant to the Vesting Schedule or been released from any Clawback set
forth in the Notice, with the authority to take all such actions and to
effectuate all such transfers and/or releases as may be necessary or appropriate
to accomplish the objectives of this Agreement in accordance with the terms
hereof. The Grantee hereby acknowledges that the appointment of the Secretary or
Assistant Secretary of the Company (or their designee) as the escrow holder
hereunder with the stated authorities is a material inducement to the Company to
make this Agreement and that such appointment is coupled with an interest and is
accordingly irrevocable. The Grantee agrees that such escrow holder shall not be
liable to any party hereto (or to any other party) for any actions or omissions
unless such escrow holder is grossly negligent relative thereto. The escrow
holder may rely upon any letter, notice or other document executed by any
signature purported to be genuine and may resign at any time. Upon the vesting
of Restricted Shares and their release from any Clawback, the escrow holder
will, without further order or instruction, transmit to the Grantee the
certificate evidencing such Shares.


                                       1
<PAGE>

      4. Additional Securities and Distributions.

            (a) Any securities or cash received (other than a regular cash
dividend) as the result of ownership of the Restricted Shares (the "Additional
Securities"), including, but not by way of limitation, warrants, options and
securities received as a stock dividend or stock split, or as a result of a
recapitalization or reorganization or other similar change in the Company's
capital structure, shall be retained in escrow in the same manner and subject to
the same conditions and restrictions as the Restricted Shares with respect to
which they were issued, including, without limitation, the Vesting Schedule and
Clawback set forth in the Notice. The Grantee shall be entitled to direct the
Company to exercise any warrant or option received as Additional Securities upon
supplying the funds necessary to do so, in which event the securities so
purchased shall constitute Additional Securities, but the Grantee may not direct
the Company to sell any such warrant or option. If Additional Securities consist
of a convertible security, the Grantee may exercise any conversion right, and
any securities so acquired shall constitute Additional Securities. In the event
of any change in certificates evidencing the Shares or the Additional Securities
by reason of any recapitalization, reorganization or other transaction that
results in the creation of Additional Securities, the escrow holder is
authorized to deliver to the issuer the certificates evidencing the Shares or
the Additional Securities in exchange for the certificates of the replacement
securities.

            (b) The Company shall disburse to the Grantee all regular cash
dividends with respect to the Shares and Additional Securities (whether vested
or not), less any applicable withholding obligations.

      5. Taxes.

            (a) No Section 83(b) Election. As a condition to receiving the
Shares, the Grantee agrees to refrain from making an election pursuant to
Section 83(b) of the Code with respect to the Shares.

            (b) Tax Liability. The Grantee is ultimately liable and responsible
for all taxes owed by the Grantee in connection with the Award, regardless of
any action the Company or any Related Entity takes with respect to any tax
withholding obligations that arise in connection with the Award. Neither the
Company nor any Related Entity makes any representation or undertaking regarding
the treatment of any tax withholding in connection with the grant or vesting of
the Award or the subsequent sale of Shares subject to the Award. The Company and
its Related Entities do not commit and are under no obligation to structure the
Award to reduce or eliminate the Grantee's tax liability.

            (c) Payment of Withholding Taxes. Prior to any event in connection
with the Award (e.g., vesting or release of shares from a Clawback) that the
Company determines may result in any tax withholding obligation, whether United
States federal, state, local or non-U.S., including any employment tax
obligation (the "Tax Withholding Obligation"), the Grantee must arrange for the
satisfaction of the minimum amount of such Tax Withholding Obligation in a
manner acceptable to the Company.


                                       2
<PAGE>

            (i) By Share Withholding. The Grantee authorizes the Company to,
upon the exercise of its sole discretion, withhold from those Shares issuable to
the Grantee the whole number of Shares sufficient to satisfy the minimum
applicable Tax Withholding Obligation. The Grantee acknowledges that the
withheld Shares may not be sufficient to satisfy the Grantee's minimum Tax
Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the withholding of Shares described above.

            (ii) By Sale of Shares. Unless the Grantee determines to satisfy the
Tax Withholding Obligation by some other means in accordance with clause (iii)
below, the Grantee's acceptance of this Award constitutes the Grantee's
instruction and authorization to the Company and any brokerage firm determined
acceptable to the Company for such purpose to sell on the Grantee's behalf a
whole number of Shares from those Shares issuable to the Grantee as the Company
determines to be appropriate to generate cash proceeds sufficient to satisfy the
minimum applicable Tax Withholding Obligation. Such Shares will be sold on the
day such Tax Withholding Obligation arises (e.g., a vesting date or release from
Clawback) or as soon thereafter as practicable. The Grantee will be responsible
for all broker's fees and other costs of sale, and the Grantee agrees to
indemnify and hold the Company harmless from any losses, costs, damages, or
expenses relating to any such sale. To the extent the proceeds of such sale
exceed the Grantee's minimum Tax Withholding Obligation, the Company agrees to
pay such excess in cash to the Grantee. The Grantee acknowledges that the
Company or its designee is under no obligation to arrange for such sale at any
particular price, and that the proceeds of any such sale may not be sufficient
to satisfy the Grantee's minimum Tax Withholding Obligation. Accordingly, the
Grantee agrees to pay to the Company or any Related Entity as soon as
practicable, including through additional payroll withholding, any amount of the
Tax Withholding Obligation that is not satisfied by the sale of Shares described
above.

            (iii) By Check, Wire Transfer or Other Means. At any time not less
than five (5) business days (or such fewer number of business days as determined
by the Board) before any Tax Withholding Obligation arises (e.g., a vesting
date), the Grantee may elect to satisfy the Grantee's Tax Withholding Obligation
by delivering to the Company an amount that the Company determines is sufficient
to satisfy the Tax Withholding Obligation by (x) wire transfer to such account
as the Company may direct, (y) delivery of a certified check payable to the
Company, or (z) such other means as specified from time to time by the Board.

      6. Stop-Transfer Notices. In order to ensure compliance with the
restrictions on transfer set forth in this Agreement or the Notice, the Company
may issue appropriate "stop transfer" instructions to its transfer agent, if
any, and, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

      7. Refusal to Transfer. The Company shall not be required (i) to transfer
on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.


                                       3
<PAGE>

      8. Restrictive Legends. The Grantee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by the Company
or by state or federal securities laws:

      THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE
      TERMS OF THAT CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT
      BETWEEN THE COMPANY AND THE NAMED STOCKHOLDERS. THE SHARES
      REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
      ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH
      THE SECRETARY OF THE COMPANY.

      9. Entire Agreement: Governing Law. The Notice and this Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. These agreements are
to be construed in accordance with and governed by the internal laws of the
State of Texas without giving effect to any choice of law rule that would cause
the application of the laws of any jurisdiction other than the internal laws of
the State of Texas to the rights and duties of the parties. Should any provision
of the Notice or this Agreement be determined to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain
enforceable.

      10. Headings. The captions used in this Agreement are inserted for
convenience and shall not be deemed a part of this Agreement for construction or
interpretation.

      11. Administration and Interpretation. Any question or dispute regarding
the administration or interpretation of the Notice or this Agreement shall be
submitted by the Grantee or by the Company to the Board. The resolution of such
question or dispute by the Board shall be final and binding on all persons.

      12. Venue and Waiver of Jury Trial. The parties agree that any suit,
action, or proceeding arising out of or relating to the Notice or this Agreement
shall be brought in the United States District Court for the Northern District
of Texas (or should such court lack jurisdiction to hear such action, suit or
proceeding, in a Texas state court in the County of Dallas) and that the parties
shall submit to the jurisdiction of such court. The parties irrevocably waive,
to the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such court.
THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL
OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this
Section 12 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.


                                       4
<PAGE>

      13. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.

      14. Corporate Transaction.

            (a) In the event of a Corporate Transaction and for the portion of
the Award that is neither Assumed nor Replaced, (i) such portion of the Award
shall automatically become fully vested for all of the Shares at the time
represented by such portion of the Award and released from any Clawback,
immediately prior to the specified effective date of such Corporate Transaction,
provided that the Grantee's Continuous Service has not terminated prior to such
date and (ii) the Award shall be subject to the terms of the agreement
implementing the Corporate Transaction between the Company and the successor
entity or Parent thereof and the Grantee shall be deemed to have agreed to the
terms of such agreement applicable to the Award.

            (b) In the event of a Corporate Transaction and for the portion of
the Award that is Assumed or Replaced, then the Award (if Assumed), the
replacement award (if Replaced), or the cash incentive program (if Replaced)
automatically shall become fully vested and released from any Clawback,
exercisable and payable for all of the Shares at the time represented by such
Assumed or Replaced portion of the Award, immediately upon termination of the
Grantee's Continuous Service if such Continuous Service is terminated, within
five (5) years after the Corporate Transaction, by the successor company, the
Company or a Related Entity without Cause or voluntarily by the Grantee with
Good Reason. Notwithstanding the foregoing, if upon the consummation of a
Corporate Transaction the Award is Replaced, the Award shall terminate and any
Restricted Shares held by the Grantee shall be deemed reconveyed to the Company
as if the Grantee's Continuous Service had terminated immediately prior to the
effective date of such Corporate Transaction.

      15. Definitions. As used herein, the following definitions shall apply:

            (a) "Applicable Laws" means the legal requirements applicable to the
issuance of Awards, if any, under applicable provisions of federal securities
laws, state corporate and securities laws, the Code, the rules of any applicable
stock exchange or national market system, and the rules of any non-U.S.
jurisdiction applicable to Awards granted to residents therein.

            (b) "Assumed" means that pursuant to a Corporate Transaction either
(i) the Award is expressly affirmed by the Company or (ii) the contractual
rights and obligations represented by the Award are expressly assumed (and not
simply by operation of law) by the successor entity or its Parent in connection
with the Corporate Transaction with appropriate adjustments to the number and
type of securities of the successor entity or its Parent subject to the Award
and the exercise or purchase price thereof which at least preserves the
compensation element of the Award existing at the time of the Corporate
Transaction as determined in accordance with the instruments evidencing the
agreement to assume the Award.


                                       5
<PAGE>

            (c) "Award" means the sale of Restricted Shares hereunder.

            (d) "Board" means the Board of Directors of the Company and shall
include any committee of the Board or Officer of the Company to which the Board
has delegated its authority under this Agreement.

            (e) "Cause" means, with respect to the termination by the Company or
a Related Entity of the Grantee's Continuous Service, that such termination is
for "Cause" as such term is expressly defined in a then-effective written
agreement between the Grantee and the Company or such Related Entity, or in the
absence of such then-effective written agreement and definition, is based on, in
the determination of the Board, the Grantee's: (i) performance of any act or
failure to perform any act in bad faith and to the detriment of the Company or a
Related Entity; (ii) dishonesty, intentional misconduct or material breach of
any agreement with the Company or a Related Entity; or (iii) commission of a
crime involving dishonesty, breach of trust, or physical or emotional harm to
any person.

            (f) "Code" means the Internal Revenue Code of 1986, as amended.

            (g) "Common Stock" means the common stock of the Company.

            (h) "Company" means Crdentia Corp., a Delaware corporation.

            (i) "Consultant" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

            (j) "Continuous Service" means that the provision of services to the
Company or a Related Entity in any capacity of Employee, Director or Consultant,
is not interrupted or terminated. In jurisdictions requiring notice in advance
of an effective termination as an Employee, Director or Consultant, Continuous
Service shall be deemed terminated upon the actual cessation of providing
services to the Company or a Related Entity notwithstanding any required notice
period that must be fulfilled before a termination as an Employee, Director or
Consultant can be effective under Applicable Laws. The Grantee's Continuous
Service shall be deemed to have terminated either upon an actual termination of
Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity. Continuous Service shall not be considered
interrupted in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Related Entity, or any successor, in any capacity of
Employee, Director or Consultant, or (iii) any change in status as long as the
individual remains in the service of the Company or a Related Entity in any
capacity of Employee, Director or Consultant (except as otherwise provided in
the Award Agreement). An approved leave of absence shall include sick leave,
military leave, or any other authorized personal leave.


                                       6
<PAGE>

            (k) "Corporate Transaction" means any of the following transactions,
provided, however, that the Board shall determine under parts (iv) and (v)
whether multiple transactions are related, and its determination shall be final,
binding and conclusive:

                  (i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

                  (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations);

                  (iii) the complete liquidation or dissolution of the Company;

                  (iv) any reverse merger or series of related transactions
culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but
(A) the shares of Common Stock outstanding immediately prior to such merger are
converted or exchanged by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, or (B) in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Company's outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger
or the initial transaction culminating in such merger, but excluding any such
transaction or series of related transactions that the Board determines shall
not be a Corporate Transaction; or

                  (v) acquisition in a single or series of related transactions
by any person or related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Board determines shall not be a Corporate Transaction.

            (l) "Director" means a member of the Board or the board of directors
of any Related Entity.

            (m) "Disability" means as such term is expressly defined in a
then-effective written agreement between the Grantee and the Company or such
Related Entity, or in the absence of such then-effective written agreement and
definition, as defined under the long-term disability policy of the Company or
the Related Entity to which the Grantee provides services regardless of whether
the Grantee is covered by such policy. In the absence of a written agreement
containing a definition of disability and if the Company or the Related Entity
to which the Grantee provides service does not have a long-term disability plan
in place, "Disability" means that a Grantee is unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment for a period of not
less than ninety (90) consecutive days. A Grantee will not be considered to have
incurred a Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Board in its discretion.


                                       7
<PAGE>

            (n) "Employee" means any person, including an Officer or Director,
who is in the employ of the Company or any Related Entity, subject to the
control and direction of the Company or any Related Entity as to both the work
to be performed and the manner and method of performance. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient to
constitute "employment" by the Company.

            (o) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (p) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (i) If the Common Stock is listed on one or more established
stock exchanges or national market systems, including without limitation The
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on the principal exchange or
system on which the Common Stock is listed (as determined by the Board) on the
date of determination (or, if no closing sales price or closing bid was reported
on that date, as applicable, on the last trading date such closing sales price
or closing bid was reported), as reported in The Wall Street Journal or such
other source as the Board deems reliable;

                  (ii) If the Common Stock is regularly quoted on an automated
quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for
such stock as quoted on such system or by such securities dealer on the date of
determination, but if selling prices are not reported, the Fair Market Value of
a share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the date of determination (or, if no such prices
were reported on that date, on the last date such prices were reported), as
reported in The Wall Street Journal or such other source as the Board deems
reliable; or

                  (iii) In the absence of an established market for the Common
Stock of the type described in (i) and (ii), above, the Fair Market Value
thereof shall be determined by the Board in good faith.

            (q) "Good Reason" means the occurrence of any of the following
events or conditions unless consented to by the Grantee (and the Grantee shall
be deemed to have consented to any such event or condition unless the Grantee
provides written notice of the Grantee's non-acquiescence within 30 days of the
effective time of such event or condition):

                  (i) a reduction in the Grantee's base salary to a level below
that in effect at any time within the preceding six (6) months; or

                  (ii) requiring the Grantee to be based at any place outside a
45-mile radius from the Grantee's job location except for reasonably required
travel on business.

            (r) "Officer" means a person who is an officer of the Company or a
Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.


                                       8
<PAGE>

            (s) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

            (t) "Related Entity" means any Parent or Subsidiary of the Company
and any business, corporation, partnership, limited liability company or other
entity in which the Company or a Parent or a Subsidiary of the Company holds a
substantial ownership interest, directly or indirectly.

            (u) "Replaced" means that pursuant to a Corporate Transaction the
Award is replaced with a comparable stock award or a cash incentive program of
the Company, the successor entity (if applicable) or Parent of either of them
which preserves the compensation element of such Award existing at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same (or a more favorable) vesting schedule applicable to such Award. The
determination of Award comparability shall be made by the Board and its
determination shall be final, binding and conclusive.

            (v) "Share" means a share of the Common Stock.

            (w) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

                                END OF AGREEMENT


                                       9
<PAGE>

                                    EXHIBIT A

                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE


            FOR VALUE RECEIVED, ____________________________ hereby sells,
assigns and transfers unto _______________________, __________________ (____)
shares of the Common Stock of Crdentia Corp., a Delaware corporation (the
"Company"), standing in his name on the books of, the Company represented by
Certificate No. __ herewith, and does hereby irrevocably constitute and appoint
the Secretary of the Company attorney to transfer the said stock in the books of
the Company with full power of substitution.

DATED: ________________

                                             ___________________________________

[PLEASE SIGN THIS DOCUMENT BUT DO NOT DATE IT. THE DATE AND INFORMATION OF THE
TRANSFEREE WILL BE COMPLETED IF AND WHEN THE SHARES ARE ASSIGNED.]


                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.15
<SEQUENCE>11
<FILENAME>v019246_ex99-15.txt
<TEXT>
                                                                   EXHIBIT 99.15

                                 AMENDMENT NO. 1

                                     TO THE

                 DECEMBER 16, 2003 STOCK OPTION AWARD AGREEMENT
                                (AWARD NUMBER 1)

      THIS FIRST AMENDMENT AGREEMENT (the "Agreement") TO THE DECEMBER 16, 2003
STOCK OPTION AWARD AGREEMENT (the "Option Agreement") is made by and between
CRDENTIA CORP., a Delaware corporation (the "Company"), and THOMAS H. HERMAN
(the "Holder").

      WHEREAS, the Holder has been granted an option to acquire 100,000 shares
of common stock of the Company at an exercise price of $0.96 per share pursuant
to the Option Agreement;

      WHEREAS, the Company and the Holder wish to amend the Option Agreement;
and

      WHEREAS, the Company and the Holder agree to the amendment of the Option
Agreement as provided herein on the terms and conditions contained herein.

      NOW, THEREFORE, it is agreed as follows:

      1. The Holder acknowledges that he has reviewed this Agreement in full.

      2. Section 20 of the Option Agreement is amended and restated in its
entirety as follows:

      "20. Corporate Transactions.

            (a) Termination of Option to Extent Not Assumed in Corporate
      Transaction. Effective upon the consummation of a Corporate Transaction,
      the Option shall terminate. However, the Option shall not terminate to the
      extent it is Assumed in connection with the Corporate Transaction.

            (b) Acceleration of Option Upon Corporate Transaction. In the event
      of a Corporate Transaction and irrespective of whether the Option is
      Assumed or Replaced, the Option automatically shall become fully vested
      and exercisable immediately prior to the specified effective date of such
      Corporate Transaction, for all of the Shares at the time represented by
      the Option, provided that the Grantee's Continuous Service has not
      terminated prior to such date."

      4. This Agreement shall be effective as of April 8, 2004.


                                       1
<PAGE>

      5. The Holder represents and warrants that he has full power to enter into
this Agreement.

      6. This Agreement and the Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior understandings and agreements of the Company and the Holder
with respect to the subject matter hereof, and may not be modified except by
means of a writing signed by the Company and the Holder. Nothing in this
Agreement (except as expressly provided herein) is intended to confer any rights
or remedies on any persons other than the parties. Should any provision of this
Agreement be determined to be illegal or unenforceable, such provision shall be
enforced to the fullest extent allowed by law and the other provisions shall
nevertheless remain effective and shall remain enforceable.

      7. This Agreement shall be binding upon the Company and the Holder as well
as the successors and assigns (if any) of the Company and the Holder.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on the date set forth beside such party's signature.

Dated:  April 8, 2004                   Crdentia Corp.

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


Dated: April 8, 2004                        /s/ Thomas H. Herman
                                            ------------------------------------
                                            Thomas H. Herman


                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.17
<SEQUENCE>12
<FILENAME>v019246_ex99-17.txt
<TEXT>
                                                                   EXHIBIT 99.17

                                 AMENDMENT NO. 1

                                     TO THE

                 DECEMBER 16, 2003 STOCK OPTION AWARD AGREEMENT
                                (AWARD NUMBER 2)

      THIS FIRST AMENDMENT AGREEMENT (the "Agreement") TO THE DECEMBER 16, 2003
STOCK OPTION AWARD AGREEMENT (the "Option Agreement") is made by and between
CRDENTIA CORP., a Delaware corporation (the "Company"), and C. FRED TONEY (the
"Holder").

      WHEREAS, the Holder has been granted an option to acquire 100,000 shares
of common stock of the Company at an exercise price of $0.96 per share pursuant
to the Option Agreement;

      WHEREAS, the Company and the Holder wish to amend the Option Agreement;
and

      WHEREAS, the Company and the Holder agree to the amendment of the Option
Agreement as provided herein on the terms and conditions contained herein.

      NOW, THEREFORE, it is agreed as follows:

      1. The Holder acknowledges that he has reviewed this Agreement in full.

      2. Section 20 of the Option Agreement is amended and restated in its
entirety as follows:

      "20. Corporate Transactions.

            (a) Termination of Option to Extent Not Assumed in Corporate
      Transaction. Effective upon the consummation of a Corporate Transaction,
      the Option shall terminate. However, the Option shall not terminate to the
      extent it is Assumed in connection with the Corporate Transaction.

            (b) Acceleration of Option Upon Corporate Transaction. In the event
      of a Corporate Transaction and irrespective of whether the Option is
      Assumed or Replaced, the Option automatically shall become fully vested
      and exercisable immediately prior to the specified effective date of such
      Corporate Transaction, for all of the Shares at the time represented by
      the Option, provided that the Grantee's Continuous Service has not
      terminated prior to such date."

      4. This Agreement shall be effective as of April 8, 2004.


                                       1
<PAGE>

      5. The Holder represents and warrants that he has full power to enter into
this Agreement.

      6. This Agreement and the Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior understandings and agreements of the Company and the Holder
with respect to the subject matter hereof, and may not be modified except by
means of a writing signed by the Company and the Holder. Nothing in this
Agreement (except as expressly provided herein) is intended to confer any rights
or remedies on any persons other than the parties. Should any provision of this
Agreement be determined to be illegal or unenforceable, such provision shall be
enforced to the fullest extent allowed by law and the other provisions shall
nevertheless remain effective and shall remain enforceable.

      7. This Agreement shall be binding upon the Company and the Holder as well
as the successors and assigns (if any) of the Company and the Holder.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on the date set forth beside such party's signature.

Dated:  April 8, 2004                   Crdentia Corp.

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


Dated: April 8, 2004                        /s/ C. Fred Toney
                                            ------------------------------------
                                            C. Fred Toney


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.18
<SEQUENCE>13
<FILENAME>v019246_ex99-18.txt
<TEXT>
                                                                   EXHIBIT 99.18

                                 CRDENTIA CORP.

                     NOTICE OF RESTRICTED STOCK BONUS AWARD
                     --------------------------------------

      Grantee's Name and Address:   James J. Terbeest
                                    14114 Dallas Parkway, Suite 600
                                    Dallas, Texas  75254

      You (the "Grantee") have been granted shares of Common Stock of the
Company (the "Award"), subject to the terms and conditions of this Notice of
Restricted Stock Bonus Award (the "Notice") and the Restricted Stock Bonus Award
Agreement (the "Agreement") attached hereto, as follows. Unless otherwise
defined herein, the terms defined in the Agreement shall have the same defined
meanings in this Notice.

      Award Number                  2

      Date of Award                 May __, 2005

      Vesting Commencement Date     May __, 2005

      Total Number of Shares
      of Common Stock Awarded
      (the "Shares")                500,000

      Aggregate Fair Market
      Value of the Shares           $______________________________________


Vesting Schedule:

      Subject to the Grantee's Continuous Service and other limitations set
forth in this Notice and the Agreement, the Shares will "vest" in accordance
with the following schedule:

      In the event the average daily trading volume for the Company's Common
      Stock over any consecutive thirty (30) day period equals or exceeds
      100,000 shares (the "Trading Volume Goal"), then the Shares shall vest as
      follows: 12,500 Shares shall vest on Wednesday of each week following the
      achievement of the Trading Volume Goal for a period of forty (40) weeks
      until the Shares are fully vested. In the event the Trading Volume Goal is
      achieved, the Shares shall continue to vest in accordance with the
      foregoing schedule even if the average daily trading volume for the
      Company's Common Stock over any consecutive thirty (30) day period after
      the achievement of the Trading Volume Goal is less than 100,000 shares.

      Notwithstanding the foregoing, 100% of the Shares shall vest on the 5th
      anniversary of the Vesting Commencement Date regardless of whether or not
      the Trading Volume Goal is achieved.


                                        1
<PAGE>

      In the event the Grantee's Continuous Service terminates as a result of
his or her death or Disability, the Shares automatically shall become fully
vested immediately prior to the date of such termination of Continuous Service.

      During any authorized leave of absence, the vesting of the Shares as
provided in this schedule shall be suspended after the leave of absence exceeds
a period of three (3) months. Vesting of the Shares shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity. The Vesting Schedule of the Shares shall be
extended by the length of the suspension.

      In the event of the Grantee's change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant, the Shares
shall continue to vest in accordance with the Vesting Schedule set forth above.

      The Award shall be subject to the provisions of Section 14 of the
Agreement relating to the vesting of the Shares in the event of a Corporate
Transaction.

      For purposes of this Notice and the Agreement, the term "vest" shall mean,
with respect to any Shares, that such Shares are no longer subject to forfeiture
to the Company. Shares that have not vested are deemed "Restricted Shares." If
the Grantee would become vested in a fraction of a Restricted Share, such
Restricted Share shall not vest until the Grantee becomes vested in the entire
Share.

      Vesting shall cease upon the date of termination of the Grantee's
Continuous Service for any reason, other than death or Disability. In the event
the Grantee's Continuous Service is terminated for any reason, other than death
or Disability, any Restricted Shares held by the Grantee immediately following
such termination of Continuous Service shall be deemed reconveyed to the Company
and the Company shall thereafter be the legal and beneficial owner of the
Restricted Shares and shall have all rights and interest in or related thereto
without further action by the Grantee. The foregoing forfeiture provisions set
forth in this Notice as to Restricted Shares shall apply to the new capital
stock or other property (including cash paid other than as a regular cash
dividend) received in exchange for the Shares in consummation of any transaction
described in Section 14 of the Agreement and such stock or property shall be
deemed Additional Securities for purposes of the Agreement, but only to the
extent the Shares are at the time covered by such forfeiture provisions.

      IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Award is to be governed by the terms and conditions of this
Notice and the Agreement.

                                    Crdentia Corp.,
                                    a Delaware corporation

                                    By: _______________________________________

                                    Title: __________________________________

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE
GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE NOR THE
AGREEMENT SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION
OF THE GRANTEE'S CONTINUOUS SERIVCE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE GRANTEE'S CONTINUOUS
SERIVCE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE
GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT
WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS AT WILL.


                                       2
<PAGE>

      As a condition to receiving the Shares, the Grantee agrees to refrain from
making an election pursuant to Section 83(b) of the Code with respect to the
Shares.

      The Grantee acknowledges receipt of the Agreement and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts the
Award subject to all of the terms and provisions hereof and thereof. The Grantee
has reviewed this Notice and the Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and
fully understands all provisions of this Notice and the Agreement. The Grantee
hereby agrees that all questions of interpretation and administration relating
to this Notice and the Agreement shall be resolved by the Board in accordance
with Section 11 of the Agreement. The Grantee further agrees to the venue
selection and waiver of a jury trial in accordance with Section 12 of the
Agreement. The Grantee further agrees to notify the Company upon any change in
the residence address indicated in this Notice.

Dated: ______________________       Signed: _________________________________


                                       3
<PAGE>

                                                                AWARD NUMBER:  2

                                 CRDENTIA CORP.

                     RESTRICTED STOCK BONUS AWARD AGREEMENT
                     --------------------------------------

      1. Issuance of Shares. Crdentia, a Delaware corporation (the "Company"),
hereby issues to the Grantee (the "Grantee") named in the Notice of Restricted
Stock Bonus Award (the "Notice"), the Total Number of Shares of Common Stock
Awarded set forth in the Notice (the "Shares"), subject to the Notice and this
Restricted Stock Bonus Award Agreement (the "Agreement"). All Shares issued
hereunder will be deemed issued to the Grantee as fully paid and nonassessable
shares, and the Grantee will have the right to vote the Shares at meetings of
the Company's stockholders. The Company shall pay any applicable stock transfer
taxes imposed upon the issuance of the Shares to the Grantee hereunder.

      2. Transfer Restrictions. The Shares issued to the Grantee hereunder may
not be sold, transferred by gift, pledged, hypothecated, or otherwise
transferred or disposed of by the Grantee prior to the date when the Shares
become vested pursuant to the Vesting Schedule set forth in the Notice. Any
attempt to transfer Restricted Shares in violation of this Section 2 will be
null and void and will be disregarded.

      3. Escrow of Stock. For purposes of facilitating the enforcement of the
provisions of this Agreement, the Grantee agrees, immediately upon receipt of
the certificate(s) for the Restricted Shares, to deliver such certificate(s),
together with an Assignment Separate from Certificate in the form attached
hereto as Exhibit A, executed in blank by the Grantee with respect to each such
stock certificate, to the Secretary or Assistant Secretary of the Company, or
their designee, to hold in escrow for so long as such Restricted Shares have not
vested pursuant to the Vesting Schedule set forth in the Notice, with the
authority to take all such actions and to effectuate all such transfers and/or
releases as may be necessary or appropriate to accomplish the objectives of this
Agreement in accordance with the terms hereof. The Grantee hereby acknowledges
that the appointment of the Secretary or Assistant Secretary of the Company (or
their designee) as the escrow holder hereunder with the stated authorities is a
material inducement to the Company to make this Agreement and that such
appointment is coupled with an interest and is accordingly irrevocable. The
Grantee agrees that such escrow holder shall not be liable to any party hereto
(or to any other party) for any actions or omissions unless such escrow holder
is grossly negligent relative thereto. The escrow holder may rely upon any
letter, notice or other document executed by any signature purported to be
genuine and may resign at any time. Upon the vesting of Restricted Shares, the
escrow holder will, without further order or instruction, transmit to the
Grantee the certificate evidencing such Shares.


                                       1
<PAGE>

4. Additional Securities and Distributions.

            (a) Any securities or cash received (other than a regular cash
dividend) as the result of ownership of the Restricted Shares (the "Additional
Securities"), including, but not by way of limitation, warrants, options and
securities received as a stock dividend or stock split, or as a result of a
recapitalization or reorganization or other similar change in the Company's
capital structure, shall be retained in escrow in the same manner and subject to
the same conditions and restrictions as the Restricted Shares with respect to
which they were issued, including, without limitation, the Vesting Schedule set
forth in the Notice. The Grantee shall be entitled to direct the Company to
exercise any warrant or option received as Additional Securities upon supplying
the funds necessary to do so, in which event the securities so purchased shall
constitute Additional Securities, but the Grantee may not direct the Company to
sell any such warrant or option. If Additional Securities consist of a
convertible security, the Grantee may exercise any conversion right, and any
securities so acquired shall constitute Additional Securities. In the event of
any change in certificates evidencing the Shares or the Additional Securities by
reason of any recapitalization, reorganization or other transaction that results
in the creation of Additional Securities, the escrow holder is authorized to
deliver to the issuer the certificates evidencing the Shares or the Additional
Securities in exchange for the certificates of the replacement securities.

            (b) The Company shall disburse to the Grantee all regular cash
dividends with respect to the Shares and Additional Securities (whether vested
or not), less any applicable withholding obligations.

      5. Taxes.

            (a) No Section 83(b) Election. As a condition to receiving the
Shares, the Grantee agrees to refrain from making an election pursuant to
Section 83(b) of the Code with respect to the Shares.

            (b) Tax Liability. The Grantee is ultimately liable and responsible
for all taxes owed by the Grantee in connection with the Award, regardless of
any action the Company or any Related Entity takes with respect to any tax
withholding obligations that arise in connection with the Award. Neither the
Company nor any Related Entity makes any representation or undertaking regarding
the treatment of any tax withholding in connection with the grant or vesting of
the Award or the subsequent sale of Shares subject to the Award. The Company and
its Related Entities do not commit and are under no obligation to structure the
Award to reduce or eliminate the Grantee's tax liability.

            (c) Payment of Withholding Taxes. Prior to any event in connection
with the Award (e.g., vesting) that the Company determines may result in any tax
withholding obligation, whether United States federal, state, local or non-U.S.,
including any employment tax obligation (the "Tax Withholding Obligation"), the
Grantee must arrange for the satisfaction of the minimum amount of such Tax
Withholding Obligation in a manner acceptable to the Company.


                                       2
<PAGE>

                  (i) By Share Withholding. The Grantee authorizes the Company
to, upon the exercise of its sole discretion, withhold from those Shares
issuable to the Grantee the whole number of Shares sufficient to satisfy the
minimum applicable Tax Withholding Obligation. The Grantee acknowledges that the
withheld Shares may not be sufficient to satisfy the Grantee's minimum Tax
Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the withholding of Shares described above.

                  (ii) By Sale of Shares. Unless the Grantee determines to
satisfy the Tax Withholding Obligation by some other means in accordance with
clause (iii) below, the Grantee's acceptance of this Award constitutes the
Grantee's instruction and authorization to the Company and any brokerage firm
determined acceptable to the Company for such purpose to sell on the Grantee's
behalf a whole number of Shares from those Shares issuable to the Grantee as the
Company determines to be appropriate to generate cash proceeds sufficient to
satisfy the minimum applicable Tax Withholding Obligation. Such Shares will be
sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or
as soon thereafter as practicable. The Grantee will be responsible for all
broker's fees and other costs of sale, and the Grantee agrees to indemnify and
hold the Company harmless from any losses, costs, damages, or expenses relating
to any such sale. To the extent the proceeds of such sale exceed the Grantee's
minimum Tax Withholding Obligation, the Company agrees to pay such excess in
cash to the Grantee. The Grantee acknowledges that the Company or its designee
is under no obligation to arrange for such sale at any particular price, and
that the proceeds of any such sale may not be sufficient to satisfy the
Grantee's minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to
pay to the Company or any Related Entity as soon as practicable, including
through additional payroll withholding, any amount of the Tax Withholding
Obligation that is not satisfied by the sale of Shares described above.

                  (iii) By Check, Wire Transfer or Other Means. At any time not
less than five (5) business days (or such fewer number of business days as
determined by the Board) before any Tax Withholding Obligation arises (e.g., a
vesting date), the Grantee may elect to satisfy the Grantee's Tax Withholding
Obligation by delivering to the Company an amount that the Company determines is
sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to
such account as the Company may direct, (y) delivery of a certified check
payable to the Company, or (z) such other means as specified from time to time
by the Board.

      6. Stop-Transfer Notices. In order to ensure compliance with the
restrictions on transfer set forth in this Agreement or the Notice, the Company
may issue appropriate "stop transfer" instructions to its transfer agent, if
any, and, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

      7. Refusal to Transfer. The Company shall not be required (i) to transfer
on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.


                                       3
<PAGE>

      8. Restrictive Legends. The Grantee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by the Company
or by state or federal securities laws:

      THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE
      TERMS OF THAT CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT
      BETWEEN THE COMPANY AND THE NAMED STOCKHOLDERS. THE SHARES
      REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
      ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH
      THE SECRETARY OF THE COMPANY.

      9. Entire Agreement: Governing Law. The Notice and this Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. These agreements are
to be construed in accordance with and governed by the internal laws of the
State of Texas without giving effect to any choice of law rule that would cause
the application of the laws of any jurisdiction other than the internal laws of
the State of Texas to the rights and duties of the parties. Should any provision
of the Notice or this Agreement be determined to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain
enforceable.

      10. Headings. The captions used in this Agreement are inserted for
convenience and shall not be deemed a part of this Agreement for construction or
interpretation.

      11. Administration and Interpretation. Any question or dispute regarding
the administration or interpretation of the Notice or this Agreement shall be
submitted by the Grantee or by the Company to the Board. The resolution of such
question or dispute by the Board shall be final and binding on all persons.

      12. Venue and Waiver of Jury Trial. The parties agree that any suit,
action, or proceeding arising out of or relating to the Notice or this Agreement
shall be brought in the United States District Court for the Northern District
of Texas (or should such court lack jurisdiction to hear such action, suit or
proceeding, in a Texas state court in the County of Dallas) and that the parties
shall submit to the jurisdiction of such court. The parties irrevocably waive,
to the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such court.
THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL
OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this
Section 12 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.


                                       4
<PAGE>

      13. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.

      14. Corporate Transaction.

            (a) In the event of a Corporate Transaction and for the portion of
the Award that is neither Assumed nor Replaced, (i) such portion of the Award
shall automatically become fully vested for all of the Shares at the time
represented by such portion of the Award, immediately prior to the specified
effective date of such Corporate Transaction, provided that the Grantee's
Continuous Service has not terminated prior to such date and (ii) the Award
shall be subject to the terms of the agreement implementing the Corporate
Transaction between the Company and the successor entity or Parent thereof and
the Grantee shall be deemed to have agreed to the terms of such agreement
applicable to the Award.

            (b) In the event of a Corporate Transaction and for the portion of
the Award that is Assumed or Replaced, then the Award (if Assumed), the
replacement award (if Replaced), or the cash incentive program (if Replaced)
automatically shall become fully vested, exercisable and payable for all of the
Shares at the time represented by such Assumed or Replaced portion of the Award,
immediately upon termination of the Grantee's Continuous Service if such
Continuous Service is terminated, within five (5) years after the Corporate
Transaction, by the successor company, the Company or a Related Entity without
Cause or voluntarily by the Grantee with Good Reason. Notwithstanding the
foregoing, if upon the consummation of a Corporate Transaction the Award is
Replaced, the Award shall terminate and any Restricted Shares held by the
Grantee shall be deemed reconveyed to the Company as if the Grantee's Continuous
Service had terminated immediately prior to the effective date of such Corporate
Transaction.

      15. Definitions. As used herein, the following definitions shall apply:

            (a) "Applicable Laws" means the legal requirements applicable to the
issuance of Awards, if any, under applicable provisions of federal securities
laws, state corporate and securities laws, the Code, the rules of any applicable
stock exchange or national market system, and the rules of any non-U.S.
jurisdiction applicable to Awards granted to residents therein.

            (b) "Assumed" means that pursuant to a Corporate Transaction either
(i) the Award is expressly affirmed by the Company or (ii) the contractual
rights and obligations represented by the Award are expressly assumed (and not
simply by operation of law) by the successor entity or its Parent in connection
with the Corporate Transaction with appropriate adjustments to the number and
type of securities of the successor entity or its Parent subject to the Award
and the exercise or purchase price thereof which at least preserves the
compensation element of the Award existing at the time of the Corporate
Transaction as determined in accordance with the instruments evidencing the
agreement to assume the Award.


                                       5
<PAGE>

            (c) "Award" means the sale of Restricted Shares hereunder.

            (d) "Board" means the Board of Directors of the Company and shall
include any committee of the Board or Officer of the Company to which the Board
has delegated its authority under this Agreement.

            (e) "Cause" means, with respect to the termination by the Company or
a Related Entity of the Grantee's Continuous Service, that such termination is
for "Cause" as such term is expressly defined in a then-effective written
agreement between the Grantee and the Company or such Related Entity, or in the
absence of such then-effective written agreement and definition, is based on, in
the determination of the Board, the Grantee's: (i) performance of any act or
failure to perform any act in bad faith and to the detriment of the Company or a
Related Entity; (ii) dishonesty, intentional misconduct or material breach of
any agreement with the Company or a Related Entity; or (iii) commission of a
crime involving dishonesty, breach of trust, or physical or emotional harm to
any person.

            (f) "Code" means the Internal Revenue Code of 1986, as amended.

            (g) "Common Stock" means the common stock of the Company.

            (h) "Company" means Crdentia Corp., a Delaware corporation.

            (i) "Consultant" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

            (j) "Continuous Service" means that the provision of services to the
Company or a Related Entity in any capacity of Employee, Director or Consultant,
is not interrupted or terminated. In jurisdictions requiring notice in advance
of an effective termination as an Employee, Director or Consultant, Continuous
Service shall be deemed terminated upon the actual cessation of providing
services to the Company or a Related Entity notwithstanding any required notice
period that must be fulfilled before a termination as an Employee, Director or
Consultant can be effective under Applicable Laws. The Grantee's Continuous
Service shall be deemed to have terminated either upon an actual termination of
Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity. Continuous Service shall not be considered
interrupted in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Related Entity, or any successor, in any capacity of
Employee, Director or Consultant, or (iii) any change in status as long as the
individual remains in the service of the Company or a Related Entity in any
capacity of Employee, Director or Consultant (except as otherwise provided in
the Award Agreement). An approved leave of absence shall include sick leave,
military leave, or any other authorized personal leave.

            (k) "Corporate Transaction" means any of the following transactions,
provided, however, that the Board shall determine under parts (iv) and (v)
whether multiple transactions are related, and its determination shall be final,
binding and conclusive:


                                       6
<PAGE>

                  (i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

                  (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations);

                  (iii) the complete liquidation or dissolution of the Company;

                  (iv) any reverse merger or series of related transactions
culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but
(A) the shares of Common Stock outstanding immediately prior to such merger are
converted or exchanged by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, or (B) in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Company's outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger
or the initial transaction culminating in such merger, but excluding any such
transaction or series of related transactions that the Board determines shall
not be a Corporate Transaction; or

                  (v) acquisition in a single or series of related transactions
by any person or related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Board determines shall not be a Corporate Transaction.

            (l) "Director" means a member of the Board or the board of directors
of any Related Entity.

            (m) "Disability" means as such term is expressly defined in a
then-effective written agreement between the Grantee and the Company or such
Related Entity, or in the absence of such then-effective written agreement and
definition, as defined under the long-term disability policy of the Company or
the Related Entity to which the Grantee provides services regardless of whether
the Grantee is covered by such policy. In the absence of a written agreement
containing a definition of disability and if the Company or the Related Entity
to which the Grantee provides service does not have a long-term disability plan
in place, "Disability" means that a Grantee is unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment for a period of not
less than ninety (90) consecutive days. A Grantee will not be considered to have
incurred a Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Board in its discretion.


                                       7
<PAGE>

            (n) "Employee" means any person, including an Officer or Director,
who is in the employ of the Company or any Related Entity, subject to the
control and direction of the Company or any Related Entity as to both the work
to be performed and the manner and method of performance. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient to
constitute "employment" by the Company.

            (o) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (p) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (i) If the Common Stock is listed on one or more established
stock exchanges or national market systems, including without limitation The
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on the principal exchange or
system on which the Common Stock is listed (as determined by the Board) on the
date of determination (or, if no closing sales price or closing bid was reported
on that date, as applicable, on the last trading date such closing sales price
or closing bid was reported), as reported in The Wall Street Journal or such
other source as the Board deems reliable;

                  (ii) If the Common Stock is regularly quoted on an automated
quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for
such stock as quoted on such system or by such securities dealer on the date of
determination, but if selling prices are not reported, the Fair Market Value of
a share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the date of determination (or, if no such prices
were reported on that date, on the last date such prices were reported), as
reported in The Wall Street Journal or such other source as the Board deems
reliable; or

                  (iii) In the absence of an established market for the Common
Stock of the type described in (i) and (ii), above, the Fair Market Value
thereof shall be determined by the Board in good faith.

            (q) "Good Reason" means the occurrence of any of the following
events or conditions unless consented to by the Grantee (and the Grantee shall
be deemed to have consented to any such event or condition unless the Grantee
provides written notice of the Grantee's non-acquiescence within 30 days of the
effective time of such event or condition):

                  (i) a reduction in the Grantee's base salary to a level below
that in effect at any time within the preceding six (6) months; or

                  (ii) requiring the Grantee to be based at any place outside a
45-mile radius from the Grantee's job location except for reasonably required
travel on business.

            (r) "Officer" means a person who is an officer of the Company or a
Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.

            (s) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.


                                       8
<PAGE>

            (t) "Related Entity" means any Parent or Subsidiary of the Company
and any business, corporation, partnership, limited liability company or other
entity in which the Company or a Parent or a Subsidiary of the Company holds a
substantial ownership interest, directly or indirectly.

            (u) "Replaced" means that pursuant to a Corporate Transaction the
Award is replaced with a comparable stock award or a cash incentive program of
the Company, the successor entity (if applicable) or Parent of either of them
which preserves the compensation element of such Award existing at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same (or a more favorable) vesting schedule applicable to such Award. The
determination of Award comparability shall be made by the Board and its
determination shall be final, binding and conclusive.

            (v) "Share" means a share of the Common Stock.

            (w) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

                                END OF AGREEMENT

                                       9
<PAGE>

                                    EXHIBIT A

               STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

            FOR VALUE RECEIVED, ____________________________ hereby sells,
assigns and transfers unto _______________________, __________________ (____)
shares of the Common Stock of Crdentia Corp., a Delaware corporation (the
"Company"), standing in his name on the books of, the Company represented by
Certificate No. __ herewith, and does hereby irrevocably constitute and appoint
the Secretary of the Company attorney to transfer the said stock in the books of
the Company with full power of substitution.

DATED: ________________

                                          _____________________________________


[PLEASE SIGN THIS DOCUMENT BUT DO NOT DATE IT. THE DATE AND INFORMATION OF THE
TRANSFEREE WILL BE COMPLETED IF AND WHEN THE SHARES ARE ASSIGNED.]

                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.19
<SEQUENCE>14
<FILENAME>v019246_ex99-19.txt
<TEXT>
                                                                   EXHIBIT 99.19

                                 CRDENTIA CORP.

                     NOTICE OF RESTRICTED STOCK BONUS AWARD
                     --------------------------------------

      Grantee's Name and Address:   Vicki L. Smith
                                    4209 Greenbrier Drive
                                    Dallas, TX  75225

      You (the "Grantee") have been granted shares of Common Stock of the
Company (the "Award"), subject to the terms and conditions of this Notice of
Restricted Stock Bonus Award (the "Notice") and the Restricted Stock Bonus Award
Agreement (the "Agreement") attached hereto, as follows. Unless otherwise
defined herein, the terms defined in the Agreement shall have the same defined
meanings in this Notice.

      Award Number                  4

      Date of Award                 May 13, 2005

      Vesting Commencement Date     May 13, 2005

      Total Number of Shares
      of Common Stock Awarded
      (the "Shares")                300,000

      Aggregate Fair Market
      Value of the Shares           $______________________________________


Vesting Schedule:

      Subject to the Grantee's Continuous Service and other limitations set
forth in this Notice and the Agreement, the Shares will "vest" in accordance
with the following schedule:

      In the event the average daily trading volume for the Company's Common
      Stock over any consecutive thirty (30) day period equals or exceeds
      100,000 shares (the "Trading Volume Goal"), then the Shares shall vest as
      follows: 7,500 Shares shall vest on Wednesday of each week following the
      achievement of the Trading Volume Goal for a period of forty (40) weeks
      until the Shares are fully vested. In the event the Trading Volume Goal is
      achieved, the Shares shall continue to vest in accordance with the
      foregoing schedule even if the average daily trading volume for the
      Company's Common Stock over any consecutive thirty (30) day period after
      the achievement of the Trading Volume Goal is less than 100,000 shares.

      Notwithstanding the foregoing, 100% of the Shares shall vest on the fifth
      (5th) anniversary of the Vesting Commencement Date regardless of whether
      or not the Trading Volume Goal is achieved.


                                       1
<PAGE>

      In the event the Grantee's Continuous Service terminates as a result of
his or her death or Disability, the Shares automatically shall become fully
vested immediately prior to the date of such termination of Continuous Service.

      During any authorized leave of absence, the vesting of the Shares as
provided in this schedule shall be suspended after the leave of absence exceeds
a period of three (3) months. Vesting of the Shares shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity. The Vesting Schedule of the Shares shall be
extended by the length of the suspension.

      In the event of the Grantee's change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant, the Shares
shall continue to vest in accordance with the Vesting Schedule set forth above.

      The Award shall be subject to the provisions of Section 14 of the
Agreement relating to the vesting of the Shares in the event of a Corporate
Transaction.

      For purposes of this Notice and the Agreement, the term "vest" shall mean,
with respect to any Shares, that such Shares are no longer subject to forfeiture
to the Company. Shares that have not vested are deemed "Restricted Shares." If
the Grantee would become vested in a fraction of a Restricted Share, such
Restricted Share shall not vest until the Grantee becomes vested in the entire
Share.

      Vesting shall cease upon the date of termination of the Grantee's
Continuous Service for any reason, other than death or Disability. In the event
the Grantee's Continuous Service is terminated for any reason, other than death
or Disability, any Restricted Shares held by the Grantee immediately following
such termination of Continuous Service shall be deemed reconveyed to the Company
and the Company shall thereafter be the legal and beneficial owner of the
Restricted Shares and shall have all rights and interest in or related thereto
without further action by the Grantee. The foregoing forfeiture provisions set
forth in this Notice as to Restricted Shares shall apply to the new capital
stock or other property (including cash paid other than as a regular cash
dividend) received in exchange for the Shares in consummation of any transaction
described in Section 14 of the Agreement and such stock or property shall be
deemed Additional Securities for purposes of the Agreement, but only to the
extent the Shares are at the time covered by such forfeiture provisions.


                                       2
<PAGE>

      IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Award is to be governed by the terms and conditions of this
Notice and the Agreement.

                                    Crdentia Corp.,
                                    a Delaware corporation

                                    By: _______________________________________

                                    Title: ____________________________________

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE
GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE NOR THE
AGREEMENT SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION
OF THE GRANTEE'S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE GRANTEE'S CONTINUOUS
SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE
GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT
WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS AT WILL.

      As a condition to receiving the Shares, the Grantee agrees to refrain from
making an election pursuant to Section 83(b) of the Code with respect to the
Shares.

      The Grantee acknowledges receipt of the Agreement and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts the
Award subject to all of the terms and provisions hereof and thereof. The Grantee
has reviewed this Notice and the Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and
fully understands all provisions of this Notice and the Agreement. The Grantee
hereby agrees that all questions of interpretation and administration relating
to this Notice and the Agreement shall be resolved by the Board in accordance
with Section 11 of the Agreement. The Grantee further agrees to the venue
selection and waiver of a jury trial in accordance with Section 12 of the
Agreement. The Grantee further agrees to notify the Company upon any change in
the residence address indicated in this Notice.

Dated: ______________________       Signed: _________________________________


                                       3
<PAGE>

                                                                AWARD NUMBER:  4

                                 CRDENTIA CORP.

                     RESTRICTED STOCK BONUS AWARD AGREEMENT
                     --------------------------------------

      1. Issuance of Shares. Crdentia, a Delaware corporation (the "Company"),
hereby issues to the Grantee (the "Grantee") named in the Notice of Restricted
Stock Bonus Award (the "Notice"), the Total Number of Shares of Common Stock
Awarded set forth in the Notice (the "Shares"), subject to the Notice and this
Restricted Stock Bonus Award Agreement (the "Agreement"). All Shares issued
hereunder will be deemed issued to the Grantee as fully paid and nonassessable
shares, and the Grantee will have the right to vote the Shares at meetings of
the Company's stockholders. The Company shall pay any applicable stock transfer
taxes imposed upon the issuance of the Shares to the Grantee hereunder.

      2. Transfer Restrictions. The Shares issued to the Grantee hereunder may
not be sold, transferred by gift, pledged, hypothecated, or otherwise
transferred or disposed of by the Grantee prior to the date when the Shares
become vested pursuant to the Vesting Schedule set forth in the Notice. Any
attempt to transfer Restricted Shares in violation of this Section 2 will be
null and void and will be disregarded.

      3. Escrow of Stock. For purposes of facilitating the enforcement of the
provisions of this Agreement, the Grantee agrees, immediately upon receipt of
the certificate(s) for the Restricted Shares, to deliver such certificate(s),
together with an Assignment Separate from Certificate in the form attached
hereto as Exhibit A, executed in blank by the Grantee with respect to each such
stock certificate, to the Secretary or Assistant Secretary of the Company, or
their designee, to hold in escrow for so long as such Restricted Shares have not
vested pursuant to the Vesting Schedule set forth in the Notice, with the
authority to take all such actions and to effectuate all such transfers and/or
releases as may be necessary or appropriate to accomplish the objectives of this
Agreement in accordance with the terms hereof. The Grantee hereby acknowledges
that the appointment of the Secretary or Assistant Secretary of the Company (or
their designee) as the escrow holder hereunder with the stated authorities is a
material inducement to the Company to make this Agreement and that such
appointment is coupled with an interest and is accordingly irrevocable. The
Grantee agrees that such escrow holder shall not be liable to any party hereto
(or to any other party) for any actions or omissions unless such escrow holder
is grossly negligent relative thereto. The escrow holder may rely upon any
letter, notice or other document executed by any signature purported to be
genuine and may resign at any time. Upon the vesting of Restricted Shares, the
escrow holder will, without further order or instruction, transmit to the
Grantee the certificate evidencing such Shares.


                                       1
<PAGE>

      4. Additional Securities and Distributions.

            (a) Any securities or cash received (other than a regular cash
dividend) as the result of ownership of the Restricted Shares (the "Additional
Securities"), including, but not by way of limitation, warrants, options and
securities received as a stock dividend or stock split, or as a result of a
recapitalization or reorganization or other similar change in the Company's
capital structure, shall be retained in escrow in the same manner and subject to
the same conditions and restrictions as the Restricted Shares with respect to
which they were issued, including, without limitation, the Vesting Schedule set
forth in the Notice. The Grantee shall be entitled to direct the Company to
exercise any warrant or option received as Additional Securities upon supplying
the funds necessary to do so, in which event the securities so purchased shall
constitute Additional Securities, but the Grantee may not direct the Company to
sell any such warrant or option. If Additional Securities consist of a
convertible security, the Grantee may exercise any conversion right, and any
securities so acquired shall constitute Additional Securities. In the event of
any change in certificates evidencing the Shares or the Additional Securities by
reason of any recapitalization, reorganization or other transaction that results
in the creation of Additional Securities, the escrow holder is authorized to
deliver to the issuer the certificates evidencing the Shares or the Additional
Securities in exchange for the certificates of the replacement securities.

            (b) The Company shall disburse to the Grantee all regular cash
dividends with respect to the Shares and Additional Securities (whether vested
or not), less any applicable withholding obligations.

      5. Taxes.

            (a) No Section 83(b) Election. As a condition to receiving the
Shares, the Grantee agrees to refrain from making an election pursuant to
Section 83(b) of the Code with respect to the Shares.

            (b) Tax Liability. The Grantee is ultimately liable and responsible
for all taxes owed by the Grantee in connection with the Award, regardless of
any action the Company or any Related Entity takes with respect to any tax
withholding obligations that arise in connection with the Award. Neither the
Company nor any Related Entity makes any representation or undertaking regarding
the treatment of any tax withholding in connection with the grant or vesting of
the Award or the subsequent sale of Shares subject to the Award. The Company and
its Related Entities do not commit and are under no obligation to structure the
Award to reduce or eliminate the Grantee's tax liability.

            (c) Payment of Withholding Taxes. Prior to any event in connection
with the Award (e.g., vesting) that the Company determines may result in any tax
withholding obligation, whether United States federal, state, local or non-U.S.,
including any employment tax obligation (the "Tax Withholding Obligation"), the
Grantee must arrange for the satisfaction of the minimum amount of such Tax
Withholding Obligation in a manner acceptable to the Company.


                                       2
<PAGE>

                  (i) By Share Withholding. The Grantee authorizes the Company
to, upon the exercise of its sole discretion, withhold from those Shares
issuable to the Grantee the whole number of Shares sufficient to satisfy the
minimum applicable Tax Withholding Obligation. The Grantee acknowledges that the
withheld Shares may not be sufficient to satisfy the Grantee's minimum Tax
Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the withholding of Shares described above.

                  (ii) By Sale of Shares. Unless the Grantee determines to
satisfy the Tax Withholding Obligation by some other means in accordance with
clause (iii) below, the Grantee's acceptance of this Award constitutes the
Grantee's instruction and authorization to the Company and any brokerage firm
determined acceptable to the Company for such purpose to sell on the Grantee's
behalf a whole number of Shares from those Shares issuable to the Grantee as the
Company determines to be appropriate to generate cash proceeds sufficient to
satisfy the minimum applicable Tax Withholding Obligation. Such Shares will be
sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or
as soon thereafter as practicable. The Grantee will be responsible for all
broker's fees and other costs of sale, and the Grantee agrees to indemnify and
hold the Company harmless from any losses, costs, damages, or expenses relating
to any such sale. To the extent the proceeds of such sale exceed the Grantee's
minimum Tax Withholding Obligation, the Company agrees to pay such excess in
cash to the Grantee. The Grantee acknowledges that the Company or its designee
is under no obligation to arrange for such sale at any particular price, and
that the proceeds of any such sale may not be sufficient to satisfy the
Grantee's minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to
pay to the Company or any Related Entity as soon as practicable, including
through additional payroll withholding, any amount of the Tax Withholding
Obligation that is not satisfied by the sale of Shares described above.

                  (iii) By Check, Wire Transfer or Other Means. At any time not
less than five (5) business days (or such fewer number of business days as
determined by the Board) before any Tax Withholding Obligation arises (e.g., a
vesting date), the Grantee may elect to satisfy the Grantee's Tax Withholding
Obligation by delivering to the Company an amount that the Company determines is
sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to
such account as the Company may direct, (y) delivery of a certified check
payable to the Company, or (z) such other means as specified from time to time
by the Board.

      6. Stop-Transfer Notices. In order to ensure compliance with the
restrictions on transfer set forth in this Agreement or the Notice, the Company
may issue appropriate "stop transfer" instructions to its transfer agent, if
any, and, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

      7. Refusal to Transfer. The Company shall not be required (i) to transfer
on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.


                                       3
<PAGE>

      8. Restrictive Legends. The Grantee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by the Company
or by state or federal securities laws:

      THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE
      TERMS OF THAT CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT
      BETWEEN THE COMPANY AND THE NAMED STOCKHOLDERS. THE SHARES
      REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
      ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH
      THE SECRETARY OF THE COMPANY.

      9. Entire Agreement: Governing Law. The Notice and this Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. These agreements are
to be construed in accordance with and governed by the internal laws of the
State of Texas without giving effect to any choice of law rule that would cause
the application of the laws of any jurisdiction other than the internal laws of
the State of Texas to the rights and duties of the parties. Should any provision
of the Notice or this Agreement be determined to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain
enforceable.

      10. Headings. The captions used in this Agreement are inserted for
convenience and shall not be deemed a part of this Agreement for construction or
interpretation.

      11. Administration and Interpretation. Any question or dispute regarding
the administration or interpretation of the Notice or this Agreement shall be
submitted by the Grantee or by the Company to the Board. The resolution of such
question or dispute by the Board shall be final and binding on all persons.

      12. Venue and Waiver of Jury Trial. The parties agree that any suit,
action, or proceeding arising out of or relating to the Notice or this Agreement
shall be brought in the United States District Court for the Northern District
of Texas (or should such court lack jurisdiction to hear such action, suit or
proceeding, in a Texas state court in the County of Dallas) and that the parties
shall submit to the jurisdiction of such court. The parties irrevocably waive,
to the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such court.
THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL
OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this
Section 12 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.


                                       4
<PAGE>

      13. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.

      14. Corporate Transaction.

            (a) In the event of a Corporate Transaction and for the portion of
the Award that is neither Assumed nor Replaced, (i) such portion of the Award
shall automatically become fully vested for all of the Shares at the time
represented by such portion of the Award, immediately prior to the specified
effective date of such Corporate Transaction, provided that the Grantee's
Continuous Service has not terminated prior to such date and (ii) the Award
shall be subject to the terms of the agreement implementing the Corporate
Transaction between the Company and the successor entity or Parent thereof and
the Grantee shall be deemed to have agreed to the terms of such agreement
applicable to the Award.

            (b) In the event of a Corporate Transaction and for the portion of
the Award that is Assumed or Replaced, then the Award (if Assumed), the
replacement award (if Replaced), or the cash incentive program (if Replaced)
automatically shall become fully vested, exercisable and payable for all of the
Shares at the time represented by such Assumed or Replaced portion of the Award,
immediately upon termination of the Grantee's Continuous Service if such
Continuous Service is terminated, within five (5) years after the Corporate
Transaction, by the successor company, the Company or a Related Entity without
Cause or voluntarily by the Grantee with Good Reason. Notwithstanding the
foregoing, if upon the consummation of a Corporate Transaction the Award is
Replaced, the Award shall terminate and any Restricted Shares held by the
Grantee shall be deemed reconveyed to the Company as if the Grantee's Continuous
Service had terminated immediately prior to the effective date of such Corporate
Transaction.

      15. Definitions. As used herein, the following definitions shall apply:

            (a) "Applicable Laws" means the legal requirements applicable to the
issuance of Awards, if any, under applicable provisions of federal securities
laws, state corporate and securities laws, the Code, the rules of any applicable
stock exchange or national market system, and the rules of any non-U.S.
jurisdiction applicable to Awards granted to residents therein.

            (b) "Assumed" means that pursuant to a Corporate Transaction either
(i) the Award is expressly affirmed by the Company or (ii) the contractual
rights and obligations represented by the Award are expressly assumed (and not
simply by operation of law) by the successor entity or its Parent in connection
with the Corporate Transaction with appropriate adjustments to the number and
type of securities of the successor entity or its Parent subject to the Award
and the exercise or purchase price thereof which at least preserves the
compensation element of the Award existing at the time of the Corporate
Transaction as determined in accordance with the instruments evidencing the
agreement to assume the Award.


                                       5
<PAGE>

            (c) "Award" means the sale of Restricted Shares hereunder.

            (d) "Board" means the Board of Directors of the Company and shall
include any committee of the Board or Officer of the Company to which the Board
has delegated its authority under this Agreement.

            (e) "Cause" means, with respect to the termination by the Company or
a Related Entity of the Grantee's Continuous Service, that such termination is
for "Cause" as such term is expressly defined in a then-effective written
agreement between the Grantee and the Company or such Related Entity, or in the
absence of such then-effective written agreement and definition, is based on, in
the determination of the Board, the Grantee's: (i) performance of any act or
failure to perform any act in bad faith and to the detriment of the Company or a
Related Entity; (ii) dishonesty, intentional misconduct or material breach of
any agreement with the Company or a Related Entity; or (iii) commission of a
crime involving dishonesty, breach of trust, or physical or emotional harm to
any person.

            (f) "Code" means the Internal Revenue Code of 1986, as amended.

            (g) "Common Stock" means the common stock of the Company.

            (h) "Company" means Crdentia Corp., a Delaware corporation.

            (i) "Consultant" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

            (j) "Continuous Service" means that the provision of services to the
Company or a Related Entity in any capacity of Employee, Director or Consultant,
is not interrupted or terminated. In jurisdictions requiring notice in advance
of an effective termination as an Employee, Director or Consultant, Continuous
Service shall be deemed terminated upon the actual cessation of providing
services to the Company or a Related Entity notwithstanding any required notice
period that must be fulfilled before a termination as an Employee, Director or
Consultant can be effective under Applicable Laws. The Grantee's Continuous
Service shall be deemed to have terminated either upon an actual termination of
Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity. Continuous Service shall not be considered
interrupted in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Related Entity, or any successor, in any capacity of
Employee, Director or Consultant, or (iii) any change in status as long as the
individual remains in the service of the Company or a Related Entity in any
capacity of Employee, Director or Consultant (except as otherwise provided in
the Award Agreement). An approved leave of absence shall include sick leave,
military leave, or any other authorized personal leave.


                                       6
<PAGE>

            (k) "Corporate Transaction" means any of the following transactions,
provided, however, that the Board shall determine under parts (iv) and (v)
whether multiple transactions are related, and its determination shall be final,
binding and conclusive:

                  (i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

                  (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations);

                  (iii) the complete liquidation or dissolution of the Company;

                  (iv) any reverse merger or series of related transactions
culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but
(A) the shares of Common Stock outstanding immediately prior to such merger are
converted or exchanged by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, or (B) in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Company's outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger
or the initial transaction culminating in such merger, but excluding any such
transaction or series of related transactions that the Board determines shall
not be a Corporate Transaction; or

                  (v) acquisition in a single or series of related transactions
by any person or related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Board determines shall not be a Corporate Transaction.

            (l) "Director" means a member of the Board or the board of directors
of any Related Entity.

            (m) "Disability" means as such term is expressly defined in a
then-effective written agreement between the Grantee and the Company or such
Related Entity, or in the absence of such then-effective written agreement and
definition, as defined under the long-term disability policy of the Company or
the Related Entity to which the Grantee provides services regardless of whether
the Grantee is covered by such policy. In the absence of a written agreement
containing a definition of disability and if the Company or the Related Entity
to which the Grantee provides service does not have a long-term disability plan
in place, "Disability" means that a Grantee is unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment for a period of not
less than ninety (90) consecutive days. A Grantee will not be considered to have
incurred a Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Board in its discretion.


                                       7
<PAGE>

            (n) "Employee" means any person, including an Officer or Director,
who is in the employ of the Company or any Related Entity, subject to the
control and direction of the Company or any Related Entity as to both the work
to be performed and the manner and method of performance. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient to
constitute "employment" by the Company.

            (o) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (p) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (i) If the Common Stock is listed on one or more established
stock exchanges or national market systems, including without limitation The
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on the principal exchange or
system on which the Common Stock is listed (as determined by the Board) on the
date of determination (or, if no closing sales price or closing bid was reported
on that date, as applicable, on the last trading date such closing sales price
or closing bid was reported), as reported in The Wall Street Journal or such
other source as the Board deems reliable;

                  (ii) If the Common Stock is regularly quoted on an automated
quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for
such stock as quoted on such system or by such securities dealer on the date of
determination, but if selling prices are not reported, the Fair Market Value of
a share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the date of determination (or, if no such prices
were reported on that date, on the last date such prices were reported), as
reported in The Wall Street Journal or such other source as the Board deems
reliable; or

                  (iii) In the absence of an established market for the Common
Stock of the type described in (i) and (ii), above, the Fair Market Value
thereof shall be determined by the Board in good faith.

            (q) "Good Reason" means the occurrence of any of the following
events or conditions unless consented to by the Grantee (and the Grantee shall
be deemed to have consented to any such event or condition unless the Grantee
provides written notice of the Grantee's non-acquiescence within 30 days of the
effective time of such event or condition):

                  (i) a reduction in the Grantee's base salary to a level below
that in effect at any time within the preceding six (6) months; or

                  (ii) requiring the Grantee to be based at any place outside a
45-mile radius from the Grantee's job location except for reasonably required
travel on business.

            (r) "Officer" means a person who is an officer of the Company or a
Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.


                                       8
<PAGE>

            (s) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

            (t) "Related Entity" means any Parent or Subsidiary of the Company
and any business, corporation, partnership, limited liability company or other
entity in which the Company or a Parent or a Subsidiary of the Company holds a
substantial ownership interest, directly or indirectly.

            (u) "Replaced" means that pursuant to a Corporate Transaction the
Award is replaced with a comparable stock award or a cash incentive program of
the Company, the successor entity (if applicable) or Parent of either of them
which preserves the compensation element of such Award existing at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same (or a more favorable) vesting schedule applicable to such Award. The
determination of Award comparability shall be made by the Board and its
determination shall be final, binding and conclusive.

            (v) "Share" means a share of the Common Stock.

            (w) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

                                END OF AGREEMENT


                                       9
<PAGE>

                                    EXHIBIT A

                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE


            FOR VALUE RECEIVED, ____________________________ hereby sells,
assigns and transfers unto _______________________, __________________ (____)
shares of the Common Stock of Crdentia Corp., a Delaware corporation (the
"Company"), standing in his name on the books of, the Company represented by
Certificate No. __ herewith, and does hereby irrevocably constitute and appoint
the Secretary of the Company attorney to transfer the said stock in the books of
the Company with full power of substitution.

DATED: ________________

                                          _____________________________________


[PLEASE SIGN THIS DOCUMENT BUT DO NOT DATE IT. THE DATE AND INFORMATION OF THE
TRANSFEREE WILL BE COMPLETED IF AND WHEN THE SHARES ARE ASSIGNED.]

                                       10
</TEXT>
</DOCUMENT>
</SUBMISSION>
