Exhibit 10.1


AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT


This Amendment to Executive Employment Agreement (the “Amendment”)
is made on July 18, 2006 by and between Crdentia Corp., a Delaware corporation
(the “Company”), and James J. TerBeest (“Executive”).


RECITALS


 


A.   The Company
and Executive entered into an Executive Employment Agreement dated May 31,
2005 (the “Employment Agreement”).


B.   Each of the
Company and Executive desire to amend certain provisions of the Employment
Agreement.


In consideration
of the foregoing and the promises and covenants contained herein and other good
and valuable consideration the receipt of which is hereby acknowledged, the
parties hereto agree as follows.  Any
capitalized terms not otherwise defined herein shall have the meanings given
such terms in the Employment Agreement:


1.      Addition
of Section 2(f).  Section 2 of the
Employment Agreement is hereby amended to add Section 2(f) which shall read as
follows:


“f.     In the
event that, during the term of this Agreement, the Company closes a sale
transaction which constitutes a Change in Control, Executive shall be entitled
to receive a bonus in the amount of one-half percent (0.5%) of the Total
Consideration actually paid to the Company’s stockholders in connection
therewith.  As used herein, the term “Total
Consideration” shall mean the aggregate consideration actually paid to the
stockholders of the Company in respect of capital stock of the Company owned by
such stockholders and shall not include “earn-out”, escrow, hold back or similar
contingent payments unless and until such amounts are actually paid to the
stockholders of the Company.  Such
payment(s) shall be made at the same time(s) and in the same form and
combination (whether in cash, securities or other property) as the form and
combination in which the Total Consideration is paid to the stockholders in
respect of their ownership of the Company’s capital stock.  For purposes of this Agreement, “Change in
Control” means:


(i)     a merger
or acquisition in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the State of the
Company’s incorporation;


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


(iii)   a
transfer of all or substantially all of the Company’s assets pursuant to a
partnership or joint venture agreement or similar arrangement where the Company’s
resulting interest is less than fifty percent (50%);









 



 


(iv)   any
reverse merger in which the Company is the surviving entity but in which fifty
percent (50%) or more of the Company’s outstanding voting stock is transferred
to holders different from those who held the stock immediately prior to such
merger;


(v)    on or
after the date hereof, a change in ownership of the Company through an action
or series of transactions, such that any person is or becomes the beneficial
owner, directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the securities of the combined voting power of the
Company’s outstanding securities; or


(vi)   a majority
of the members of the Company’s board of directors are replaced during any
twelve-month period by directors whose appointment or election is not endorsed
by a majority of the members of the board of directors prior to the date of
such appointment or election.”


2.      Amendment
of Section 1(d).  Section 1(d) of the
Employment Agreement is hereby amended and restated in its entirety as follows:


“d.    In
furtherance of the employment relationship contemplated by this Agreement,
Executive agrees to relocate his principal residence to Dallas, Texas promptly
(and in any event within thirty (30) days) following Executive’s sale of all of
the following properties (collectively the “Properties”):  (i) 630 Short Street, Elizabethtown, KY; (ii)
1900 Buck Grove Road, Ekron, KY; and (iii) 716 Highwood Drive, Louisville,
KY.  Executive agrees to use commercially
reasonably efforts to sell the Properties. 
Prior to the sale of the Properties, the Company agrees to pay for (i)
Executive’s weekly round trip airfare between Dallas, Texas and Louisville,
Kentucky and (ii) an apartment for Executive’s use in Dallas, Texas; provided,
however, that Executive agrees that he will not be entitled to payment from the
Company for any expenses incurred in connection with relocating his principal
residence to Dallas, Texas. 
Notwithstanding the foregoing provisions of this Section 1(d), Executive
agrees to relocate his principal residence to Dallas, Texas in any event on or
before March 31, 2007.


3.      Effect
of Amendment.  Except as expressly
amended, restated or consented to in this Amendment, the Employment Agreement
shall continue in full force and effect. 
In the event of any conflict between the terms of this Amendment and the
Employment Agreement, the terms of this Amendment shall govern and control.


4.      Governing
Law.  This Amendment shall be
governed by and construed in accordance with the laws of the State of Texas.


5.      Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


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









 



 


7.      Entire Agreement.  This
Amendment, together with the Employment Agreement and the agreements executed
pursuant hereto and thereto, constitutes the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof.


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


	
  COMPANY:

  	 

	
   

  	 

	
  CRDENTIA CORP.

  	 

	
   

  	 

	
   

  	 

	
  By:

  	
   

  	
  /s/ James D. Durham

  	
   

  	
   

  
	
   

  	
   

  	
  James D. Durham

  	
   

  	
   

  
	
   

  	
   

  	
  Chief Executive Officer

  	
   

  	
   

  
	
   

  	 

	
   

  	 

	
  EXECUTIVE:

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  /s/ James J. TerBeest

  	
   

  	
   

  
	
   

  	
   

  	
  James J. TerBeest

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


 


SIGNATURE PAGE TO
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT