Exhibit
10.2


 


EXHIBIT C


 


GENERAL
RELEASE OF CLAIMS


 


This General Release of Claims (hereinafter “Release”)
is entered into this 7th day of January, 2006, by and between Pamela
Atherton (hereinafter “Releasor”) and Crdentia Corp. (hereinafter “Releasee”).


 


RECITALS


 


A.                                   On December 16,
2003, Releasor became employed by Releasee according to the terms and
conditions of an employment agreement (“Employment Agreement”).


 


B.                                     On or about January 7,
2006, Releasee and Releasor mutually decided to end their employment
relationship.


 


C.                                     According to the
terms and conditions of the Employment Agreement, Releasor is entitled to
certain Severance Payments so long as Releasor executes this General Release of
any and all claims.  By execution hereof,
Releasor understands and agrees that this Release is a compromise of doubtful
and disputed claims, if any, which remain untested; that there has not been a
trial or adjudication of any issue of law or fact herein; that the terms and
conditions of this Release are in no way to be construed as an admission of
liability on the part of Releasee and that Releasee denies liability and
intends merely to avoid litigation with this Release.


 


AGREEMENT


 


NOW THEREFORE FOR MUTUAL CONSIDERATION, the receipt and sufficiency of
which the parties hereto acknowledge, the parties agree as follows:


 


1.                                       Except for
claims arising under any Stock Option Agreements between Releasor and Releasee
(“Stock Option Agreements”), Releasor does hereby unconditionally, irrevocably
and absolutely release and discharge Releasee, and its affiliates, owners,
directors, officers, employees, agents, attorneys, heir, representatives,
legatees, stockholders, insurers, divisions, successors and/or assigns and any
related holding, parent or subsidiary corporations, from any and all loss,
liability, claims, costs (including, without limitation, attorneys’ fees),
demands, causes of action, or suits of any type, whether in law and/or in
equity, related directly or indirectly or in any way connected with any
transaction, affairs or occurrences between them and arising on or prior to the
date hereof, including, but not limited to, Releasor’s employment with
Releasee, the termination of said employment and claims of emotional or
physical distress related to such employment or termination.  This Release specifically applies to any
claims for age discrimination in employment, including any claims arising under
the Age Discrimination In Employment Act or any other statutes or laws that
govern discrimination in employment.


 


2.                                       Releasor
irrevocably and absolutely agrees that she will not prosecute nor allow to be
prosecuted on her behalf in any administrative agency, whether federal or
state, or in any court, whether federal or state, any claim or demand of any
type related to the matter released above, it being an intention of the parties
that with the execution by Releasor of this Release, Releasee, its owners,
officers, directors, employees, agents, attorneys, heirs, representatives,


 


B-1





















 


legatees, successors and/or assigns and any related holding, parent and
subsidiary corporations will be absolutely, unconditionally and forever
discharged of and from all obligations to or on behalf of Releasor related in
any way to the matter discharged herein.


 


3.                                       Releasor agrees
that all matters relative to this Release, the Separation Agreement and
compromise in relation thereto shall remain confidential.  Accordingly, Releasor hereby agrees that,
with the exception of Releasor’s counsel, spouse and tax advisor, Releasor
shall not discuss, disclose or reveal to any other persons, entities or
organizations, whether within or outside of the State of Texas, the fact of
settlement and/or terms and conditions of settlement and of this Release,
including the amount paid to settle Releasor’s claims.  Similarly, Releasor shall not make, issue,
disseminate, publish, print or announce any news release, public statement or
announcement with respect to these matters, or any aspect thereof, the reasons
therefore and the terms of this Release. 
Further, in keeping with the spirit of this Release, Releasor shall,
upon the execution of this Release, cease and desist from taking any further
action in opposition to Releasee, respecting its past employment policies and
practices and shall never reapply for employment with Releasor; provided,
however, that nothing herein shall be deemed to preclude Releasor from giving
statements, affidavits, depositions, testimony, declarations or other
disclosures required by or pursuant to legal process.


 


4.                                       Releasor does
expressly waive all of the benefits and rights granted to him pursuant to any
applicable law or regulation to the effect that:


 


A general release does not extend to claims
which the creditor does not know of or suspect to exist in his or her favor at
the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.


 


5.                                       Releasor does
certify that she has read all of this Release, and that she fully understands
all of the same.  Except for claims under
the Stock Option Agreements, Releasor hereby expressly agrees that this Release
shall extend and apply to all unknown, unsuspected and unanticipated injuries
and damages, as well as those that are now known.


 


6.                                       Releasor further
declares and represents that no promise, inducement or agreement not herein
expressed has been made to her and that this Release contains the full and
entire agreement between and among the parties, and that the terms of this
Release are contractual and not a mere recital.


 


7.                                       The validity,
interpretation, and performance of this Release shall be construed and
interpreted according to the laws of the State of Texas.


 


8.                                       This Release may
be pleaded as a full and complete defense and may be used as the basis for an
injunction against any action, suit or proceeding that may be prosecuted,
instituted or attempted by either party in breach thereof.


 


9.                                       If any provision
of this Release, or part thereof, is held invalid, void or voidable as against
the public policy or otherwise, the invalidity shall not affect other
provisions, or parts thereof, which may be given effect without the invalid
provision or part.  To this extent, the
provisions, and parts thereof, of this Release are declared to be severable.


 


B-2





















 


10.                                 As part of this
Release, Releasor agrees to indemnify and hold harmless Releasee against any
claim by any state or the Internal Revenue Service for Releasor’s income and
other taxes payable as a result of the consideration being paid by Releasee
pursuant to this Release, the Separation Agreement or the Employment
Agreement.  It is understood that the
extent of Releasor’s obligation would be to pay all sums due to either agency
as income tax and his/her portion of social security taxes related to this
Release, plus any applicable penalty and/or interest relating to failure to
timely pay the tax.  It is the intention
of all parties to this Release that the Severance Payments made to Releasor are
proper and in accordance with all laws. 
However, should there be a different determination by any state or the
Internal Revenue Service, Releasor will be obligated based on the terms of this
paragraph.


 


11.                                 It is understood that
this Release is not an admission of any liability by any person, firm
association or corporation but is in compromise of any disputed claim.


 


12.                                 Releasor represents,
acknowledges and agrees that Releasee has advised her, in writing, to discuss
this Release with an attorney, and that to the extent, if any, that Releasor
has desired, Releasor has done so; that Releasee has given Releasor
twenty-one (21) days to review and consider this Release before signing
it, and Releasor understands that she may use as much of this twenty-one (21)
day period as she wishes prior to signing; that no promise, representation,
warranty or agreements not contained herein have been made by or with anyone to
cause her to sign this Release; that she has read this Release in its entirety,
and fully understands and is aware of its meaning, intent, contents and legal
effect; and that she is executing this Release voluntarily, and free of any
duress or coercion.


 


13.                                 The parties
acknowledge that for a period of seven (7) days following the
execution of this Release, Releasor may revoke the Release, and the Release
shall not become effective or enforceable until the revocation period has
expired.


 


14.                                 This Release shall
become effective eight (8) days after it is signed by Releasor and
Releasee, and in the event the parties do not sign on the same date, then this
Release shall become effective eight (8) days after the date it is
signed by Releasor.


 


15.                                 Releasor has read the
foregoing Release and knows its contents and fully understands it.  Releasor acknowledges that she has fully
discussed this Release with her attorney.


 


16.                                 Releasor has read the
foregoing Release and knows its contents and fully understands it.  Releasor further acknowledges that she has
been offered the opportunity to discuss this Release and its contents with her
attorney.  Releasor acknowledges that she
has fully discussed this Release with her attorney or has voluntarily chosen to
sign this Release without consulting her attorney, fully understanding the
consequences of this Release.


 


B-3





















 


IN WITNESS WHEREOF,
the undersigned have executed this Release on the dates shown below at
14111 Dallas Parkway, Suite 600, Dallas, Texas 75240.


 


	
  RELEASOR:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Pamela Atherton

  	
   

  	
   

  
	
  Pamela Atherton

  	
   

  
	
   

  	
   

  
	
  Dated: January 7, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  RELEASEE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CRDENTIA CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ James D. Durham

  	
   

  	
   

  
	
  By:

  	
  James D. Durham

  
	
  Its:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
  Dated: January 7, 2006

  	
   

  
					



 


B-4