**Exhibit 10.85**
|  | *** Certain confidential information contained in  this document (indicated by asterisks) has been omitted and filed separately  with the Securities and Exchange Commission pursuant to a request for  Confidential Treatment under 17 C.F.R. Sections 200.80(b)(4), 200.83 and  230.406. |
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**SYSTRANFINANCIAL SERVICES CORPORATION FACTORING AGREEMENT**

This FactoringAgreement dated February 8, 2007 (the “Agreement”) is between SYSTRAN FinancialServices Corporation (“SYSTRAN”) and its successor or assigns and Arizona HomeHealth Care/Private Duty, Inc., Care Pros Staffing, Inc., Baker AndersonChristie, Inc., New Age Staffing, Inc., PSR Nurses, Ltd., and Nurses Network,Inc. (individually and collectively the “Customer” or “Customers”), whoseaddresses are set forth on the last page hereof.

**1.****                                     ****DEFINITIONS**

All capitalized termsused and not defined in this Agreement shall have the meaning in the UniformCommercial Code as in effect from time to time in Oregon (the “UCC”).  The following terms shall have the followingmeaning.

(a)          “Bill(s)”means any right to payment for services rendered or goods sold by Customer to aDebtor evidenced by a writing which complies with the general requirements ofSYSTRAN as those may be set forth in the Customer Information Manual, asdescribed in Paragraph 2.5.

(b)         “Chargeback”the debit of a Bill or a “Special Purchase Bill(s)” to a Customers’ account.

(c)          “Commencement Date”means the date that the Customer first receives funds from SYSTRAN pursuant tothe terms of the Agreement.

(d)         “Commercial Account”means any non “Transportation Account”.

(e)          “Debtor”means a person or entity obligated to pay a Bill.

(f)            Material Adverse Effect” means, at any time, a material adverseeffect upon (i) the business, condition (financial or otherwise), operations,performance, properties or prospects of Customer, (ii) the ability of Customerto perform its respective obligations under this Agreement, any factoringdocument or any document, agreement, guaranty, or instrument executed inconnection herewith, or (iii) the ability of SYSTRAN to enforce the terms ofthis Agreement, or any document, agreement, guaranty, or instrument executed inconnection herewith.

(g)         “Maximum Approved Credit Line” means the amountof credit that is approved for Customer by SYSTRAN inclusive of deposit andadvances against purchases of Bills that Customers’ total account is not toexceed.

(h)         “Maximum Debtor Credit Limit” means the maximumoutstanding dollar amount and/or percentage concentration of Customers’ unpaidBills open with SYSTRAN owing by an individual Debtor and/or its affiliates atany given time under the term of the Agreement.

(i)             “MinimumAnticipated Volume” means the dollar amount of Bills funded by SYSTRAN thatCustomer presents each month during the term of the Factoring Agreement forpurchase by SYSTRAN that meet the Maximum Approved Credit Line criteria andMaximum Debtor Credit Limit(s) established from time to time at the solediscretion of SYSTRAN in connection with Customers’ account.

(j)             “Obligation”means all indebtedness, liabilities and obligations whatsoever and of whatevernature owed by each Customer to SYSTRAN, or any of its affiliates, whetherdirect or indirect, absolute or contingent, due or to become due, now existingor hereafter arising and how ever evidenced or acquired, whether joint orseveral or joint and several.

(k)          “Recourse”means the right to Chargeback a Bill(s) or “Special Purchase Bill(s)” toCustomer.

(l)             “SpecialPurchase Bill(s)” means the purchase by SYSTRAN of Customers’ outstandingand unpaid Bills that have either been previously billed by Customer, financedby a lender, or sold and assigned to another company who buys Bills.  Special Purchase Bills shall be subject toall provisions of this Agreement.

(m)       “TransportationAccount” means any Debtor doing business primarily with any aspect of thetransportation industry such as freight carriers, brokers, forwarders,consolidators, and rail agents with the exception of steamship companies.

**2.****                                     ****PURCHASE OF BILLS**

2.1                                 Customeragrees to present on a monthly basis, a Minimum Anticipated Volume of Bills forSYSTRAN to purchase which shall be equal to ***.  SYSTRAN, at its sole discretion, may purchasesuch Bills.  Bill(s) and or SpecialPurchase Bill(s) shall herein collectively be referred to as “The Bill(s)”.  Customer shallsubmit to SYSTRAN an original and one (1) copy, along with any document whichSYSTRAN deems necessary, of each Bill which shall be attached to a scheduleform provided by SYSTRAN.  Shouldany Debtor require any additional documentation as a prerequisite to payment,Customer will also provide such documentation with each Bill. For aTransportation Account, Customer shall also submit one (1) copy of therespective bill of lading. The bill of lading must be signed by the Customer,the shipper, and the consignee if the consignee’s signature is necessary forpayment.

2.2                                 SYSTRANwill settle with the Customer by providing to Customer by U.S. Mail, electronicmail, or via facsimile a settlement statement setting forth The Bill(s) and/orSpecial Purchase Bills purchased, the amount paid, and any deductions made forfees, charges or the “Deposit” and deposit funds as follows: **[Customer shall choose one option]**.  ̈Deliver overnight funds due Customer via Federal Express next day service air.  ̈Wire transfer funds due Customer into bank account specified by Customer onwire authorization form.  ̈ ACH funds dueCustomer.

2.3                                 Anypayment to Customer may be reduced by SYSTRAN by any amount due from Customerto SYSTRAN, including but not limited to Chargebacks, fees and costs.

2.4                                 SYSTRANmay give notice to the Debtors of the assignment of  The Bill(s) by placing a legend on TheBill(s) stating The Bill(s) have been sold and assigned to SYSTRAN and arepayable to SYSTRAN at an address designated by SYSTRAN.  Customer will not attempt to direct paymentto any place other than to the SYSTRAN designated address.  Customer, jointly and severally, agrees topay all costs and expenses incurred by SYSTRAN in giving such notice.  All proceeds of The Bill(s) received byCustomer shall be delivered to SYSTRAN within two (2) business days of receipt inthe identical form of payment received by Customer, provided that Customershall be deemed to hold such proceeds in trust and for the benefit of SYSTRANuntil such delivery is made to SYSTRAN. In the event that Customer collects directly from the Debtor, TheBill(s) which have been sold to SYSTRAN and Customer does not deliverimmediately to SYSTRAN the identical form of payment received by Customer,Customer will be charged an administrative fee equal to *** of the face amountof The Bill(s) collected directly. Customer agrees that any collection directly from the Debtor by Customerof The Bill(s) which have been sold to SYSTRAN will be considered a defaultunder the terms of this Agreement.

2.5                                 SYSTRANhas or will provide to Customer a Customer Information Manual, which is a guideto policy and procedures concerning daily submission of The Bill(s), collectionefforts, and other matters.  The CustomerInformation Manual (the “Manual”) is not part of this Agreement. The proceduresset forth in the Manual are only guidelines to ensure the efficient operationof SYSTRAN’s purchase of The Bill(s). SYSTRAN may change any procedure in the Manual at any time, and maychoose not to follow procedures in the Manual at its discretion.

**3.****                                     ****FEE(S)**

3.1                                 SERVICEFEE(S).  Customer, jointly and severally,shall pay a fee on the face amount of all of The Bill(s) purchased by SYSTRANas reflected on Exhibit A attached hereto (the “Service Fee(s)”).  The Service Fee(s) shall be payable upon thepurchase of any of The Bill (s) by SYSTRAN, and SYSTRAN may collect ServiceFee(s) either from payments owed to Customer or may bill the Customer periodically.  SYSTRAN may, upon prior notice to Customer,change any fee and such change shall be effective upon receipt of the notice toCustomer; provided, that SYSTRAN may change the

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*** Certain confidential information in this document has been omittedpursuant to a request for Confidential Treatment and filed separately with theCommission.

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amountof any fee caused by a change in SYSTRAN’s cost of funds without prior noticeto Customer, but must notify Customer of such change on Customers’ next settlementstatement.  A fee change due to a changein cost of funds will be effective upon the date of the change which will bereflected on Customers’ settlement statement. If, at any time during the term of this Agreement, there is an event ofdefault by Customer including, but not limited to, a Federal Tax Lien filedagainst and attaching to the property of Customer or any of its principals, andthe tax lien is satisfied to allow continued funding pursuant to thisAgreement, until such time as such event of default is cured, SYSTRAN shallincrease all of Customers’ Service Fee(s) by no less than *** discount fee onthe face of The Bill(s).  Notwithstandingthe discretion granted to SYSTRAN under this Section 3.1 to increase fees uponprior notice to Customer, any such fee increase shall not exceed *** of thefees in effect at the time of such increase, provided that such restrictionshall not apply to or include: (i) any increase in the Services Fees thatresults from an event of default, (ii) any increase in the Prime Plus Fee orfees attributed to Clearance Days that occur strictly as a result of a changein the Prime Rate (as defined in Exhibit A to this Agreement), or (iii) anyincrease that results from an amendment or modification to the terms of this factoringarrangement and evidenced in a writing signed by Customer.

3.2                                 MINIMUMFEE. In the event that Customer fails to sell to SYSTRAN the MinimumAnticipated Volume in any month, Customer, jointly and severally, shall pay aminimum fee to SYSTRAN which shall be equal to the amount obtained when theMinimum Anticipated Volume is multiplied by the current Service Fees reflectedon Exhibit “A” attached hereto and as referenced in section 3.1 above, or asamended by SYSTRAN from time to time as reflected in Customers’ dailysettlement statement (the “Minimum Fee”). The Minimum Fee owing by Customer pursuant to this paragraph may bededucted from Customers’ funding.  In theevent that Customer fails to sell the Minimum Anticipated Volume per month foreach of any two consecutive months (the “Low Volume Period”), Customers’Service fee will be increased at the beginning of the month immediatelyfollowing the Low Volume Period at SYSTRAN’s discretion. At SYSTRAN’sdiscretion, the Service Fee will be returned to the last fee in effect should Customers’monthly purchase volume exceed the Minimum Anticipated Volume per month foreach of two consecutive months.

3.3                                 ADDITIONAL SERVICES and VALUE FEES.  From time to time during the term ofthis Agreement, Customer may request SYSTRAN to provide additional servicesand/or incur additional risk. Such additional services and/or additional riskshall include but not be limited to advances to the Customer by SYSTRAN whichare not in conformity with the terms of the Agreement, extension of Customers’contractual recourse under the Agreement, purchases by SYSTRAN of bills whichare outside of the formulas and calculations defined in the Agreement(hereinafter such services shall be collectively referred to as the “AdditionalServices”).  Customer, jointly andseverally, shall pay SYSTRAN the cost for added value for such AdditionalServices (hereinafter referred to as the “Value Fee (s)”). The Values Fee(s)will be reflected on Customers’ daily settlement statement.

**4.****                                     ****DEPOSIT**

4.1                                 Inorder to secure Customers’ Obligations hereunder, Customer shall deliver toSYSTRAN a deposit equal to *** of Customers’ Bills that are ninety (90) daysold or less computed from date of purchase (“Deposit”).

4.2                                 ADJUSTMENTOF DEPOSIT.  The amount of Customers’Deposit will be reviewed and, if necessary, adjusted each day.  Increases in the amount of Customers’ Depositwill be withheld by SYSTRAN from payments to Customer. If sufficient Bills arenot purchased to fund the increase, Customer, jointly and severally, will paythe amount of the increase upon demand. Decreases will be repaid to Customer from Customers’ Deposit amount.

4.3                                 REPAYMENT OF DEPOSIT. Upon termination ofthe Agreement, (a) SYSTRAN may increase the Deposit percentage to ***, in itssole discretion, and (b) all other sums that may become due to Customer bySYSTRAN will be included in the Deposit. Any shortfall in the Deposit shallbear interest at the rate of ***.

**5.****                                     ****SECURITY INTEREST**

5.1                                 Thepurchase of The Bill(s) of Customer by SYSTRAN is absolute, subject to theright to Chargeback**. **In no event shall the purchase ofBills hereunder be construed as a loan. In addition to the outright ownership of The Bill(s) purchased bySYSTRAN, to secure the payment and performance of Customers’ Obligations toSYSTRAN, Customer grants SYSTRAN a****securityinterest in, and lien on, any and all now owned or hereafter acquired orcreated assets of Customer, including without limitation all Customers’ presentand future Bill(s) and Special Purchase Bill(s), Accounts, Inventory, DepositAccounts, Chattel Paper, General Intangibles, Goods, Equipment, Instruments,Investment Property, Documents, Letter-of-Credit-Rights, Commercial TortClaims, money, real estate and fixtures, and the Proceeds of the foregoing,including Proceeds in the form of Inventory and/or Goods, whether tangible orintangible, wherever located together with any and all cash and NoncashProceeds and products and Accessions of the forgoing (the “Collateral”).

5.2                                 FINANCINGSTATEMENTS.  Customer shall not executeor file any financing statement, supplements or amendments thereto, or anyother instruments or security agreement covering the Collateral described abovein favor of anyone other than SYSTRAN. Customer shall execute and deliver to SYSTRAN any financing statements,title documents, supplements hereunder or the priority of such securityinterest. CUSTOMER AUTHORIZES SYSTRAN TO SIGN ITS NAME TO ANY SUCH FINANCINGSTATEMENT AND FILE SAME IN CUSTOMERS’ NAME COVERING THE COLLATERAL.  Customer, jointly and severally, shall pay allcosts of filing such statements or instruments with appropriate governmentalauthorities together with the costs of all lien searches.  Customer agrees that either a carbon,photocopy, or other reproduction of this Agreement is sufficient as a financingstatement under this Agreement.

5.3                                 SYSTRANmay, in its sole discretion, elect to discharge any security interest, lien orother encumbrance upon any of The Bill(s) for services rendered or goods soldpurchased by SYSTRAN.  Any such paymentsand all expenses incurred in connection therewith shall be treated as aChargeback.  Notwithstanding theforegoing, SYSTRAN shall have no obligation to discharge any such securityinterest, lien or encumbrance.

**6.****                                     ****RECOURSE, DISPUTES AND CHARGEBACKS**

6.1                                 Allof The Bill(s) are purchased by SYSTRAN from Customer with Recourse.  All of The Bill(s) may be Chargedback toCustomer at any time after ninety (90) days for a Commercial Account andsteamship companies, and sixty (60) days for Transportation Account(s) afterthe purchase date of The Bill(s) if not collected from Debtor within suchperiod or at any time, if SYSTRAN determines, in its sole discretion, that TheBill(s) is not collectible.  All of TheBill(s) owing by Canadian Debtors or logistics companies are subject toChargeback sixty (60) days from the date of purchase by SYSTRAN. All Special Purchase Bills are subject toChargeback sixty (60) days from the date of purchase by SYSTRAN.   SYSTRAN shall not deem a disputed Bill orSpecial Purchase Bill uncollectable without allowing Customer a reasonable timeto settle the dispute not to exceed fourteen (14) days from notice ofdispute.  It is within SYSTRAN’sdiscretion as to when The Bill(s) over such time periods may be Chargedback toCustomer.

6.2                                 SYSTRANreserves the right, however, from time to time and at its absolute discretion,to Chargeback to Customer any of The Bill(s) which do not conform to therepresentations and warranties set forth in the Agreement or are discovered notto conform with the reasonable standards which SYSTRAN may set for TheBill(s).  SYSTRAN shall have a continuingsecurity interest in any and all of The Bill(s) which are Chargedback to theCustomer. Chargeback of any of The Bill(s) does not authorize Customer tocollect any outstanding sum owing on The Bill(s) from a Debtor.

6.3                                 COLLECTION OF BILLS.  SYSTRAN may, but is not required to, commenceany action, including legal action, to collect The Bill(s).  All costs of collection, including attorneyfees, court fees, and costs of investigation, will be charged to theCustomer.  Prior to any event of defaultby a Debtor, SYSTRAN will commence litigation only with Customers’authorization.  Subsequent to an event ofdefault, SYSTRAN may file suit as it deems necessary without Customers’authorization.  In the event of default,Customer hereby grants authorization to SYSTRAN to settle or compromise anyfreight bill dispute, including litigation, with any uncollected amount beingsubject to Chargeback, together with all other amounts for which Customer isobligated to SYSTRAN.

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*** Certain confidentialinformation in this document has been omitted pursuant to a request forConfidential Treatment and filed separately with the Commission.

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6.4                                 CLEARANCE DAYS.  Clearance Days shall mean (i) three (3)business days for checks drawn on banks located within the United States andfor all electronic funds transfers, and (ii) three (3) business days for allother payments.  For all purposesand computations under this Agreement, Clearance Days will be based on the PrimePlus Fee and added to the date on which any payment is received by SYSTRAN.

**7.****                                      WARRANTIES AND REPRESENTATIONS**

7.1                                 Customerwarrants and represents with respect to all of The Bill(s) sold to SYSTRAN that(a) The Bill(s) are genuine and in all respects what they purport to be; (b)Customer has good title to The Bill(s) and The Bill(s) are free and clear ofall encumbrances, liens and prior claims, and that the Customer has the legalright to sell The Bill(s); (c) Customer has no knowledge of any fact which mayimpair the validity of The Bill(s) or make them uncollectible in accordancewith its terms and face amount; (d) for transportation Customers, The Bill(s)were made in accordance with the laws and the regulations of the FederalHighway Administration or other federal regulatory agency, and the appropriatestate regulatory commission or made according to lawful and valid contractswhich Customer has executed; (e) for transportation Customers, The Bill(s) aresupported by lawful, effective and complete bills of lading or other contractof carriage together with bona fide, genuine, valid and signed deliveryreceipts, and Customer will not modify or delete any of the terms of theoriginal Bills or Special Purchase Bills or bill of lading with respect tosame; (f) there are no counterclaims or setoffs or defenses existing in favorof the Debtor, whether arising from the services provided or goods sold whichare the subject of The Bill(s) or otherwise and there has been no agreement asto the issuance or granting of any discount on The Bill(s); (g) The Bill(s) arenot a duplicate of and do not cover the same services provided or goods sold asa Bill or Special Purchase Bill previously purchased by SYSTRAN from theCustomer or billed directly by the Customer to the Debtor; (h) Customer doesnot own, control, or exercise dominion over the business of any Debtor whoseBills or Special Purchase Bills are factored by Customer to SYSTRAN,  Customer is not a subsidiary of any Debtorand no Debtors control or exercise dominion over the business of Customer; (i)Customer will not under any circumstances or in any manner whatsoever interferewith any of SYSTRAN’s rights under this Agreement in connection with SYSTRAN’sfactoring of The Bill(s); (j) Customer has not and will not pledge the creditof SYSTRAN to any person or business for any purpose whatsoever; (k) fornon-transportation Customers, until the saleby Customer to Debtor of the goods described in The Bill(s), Customer had goodtitle to the goods sold, the goods were free of all encumbrances, liens andprior claims, and Customer had the legal right to sell the goods.

7.2                                 Ifthe Customer is a corporation, partnership or limited liability company, it isduly organized, existing, and in good standing under the laws of **See Addendum**, and its organization I.D. number is set forthon the Addendum.  If Customer representshim or herself to be a sole proprietorship or a partnership, suchrepresentation shall be deemed conclusive and binding upon Customer.  Customer is duly qualified to do business andis in good standing in every other state in which such qualification isrequired except where failure to qualify in such jurisdictions will not resultin a Material Adverse Effect.  IfCustomer is a corporation, partnership or limited liability company, execution,delivery and performance hereof are within its corporate or entity powers, havebeen duly authorized, and are not in contradiction of law or the terms of itscharter, by-laws, partnership agreement, operating agreement or other entitypapers, or any indenture, agreement or undertaking to which it is a party or bywhich it is bound, except that Customermakes no representation or warranty as to any consents that may be requiredfrom the holders of Crdentia Corp.’s 8% Convertible Debentures Due January 6,2009.  In addition, the Customerhas all licenses and certificates necessary for the operation of its businessand the issuance of The Bill(s). Customer represents and warrants that the information contained onSchedule 1, the Corporate Structure Worksheet, is true and accurate andCustomer agrees to notify SYSTRAN in writing within five (5) business days, ofany change thereof.

**8.****                                     ****AUTHORITY**

Customerirrevocably authorizes SYSTRAN or any person designated by SYSTRAN to: bill,receive and collect all amounts which may be due or become due to Customer fromDebtors and to use Customers’ name for purposes of billing and collection ofamounts due; delete Customers’ address on all invoices mailed to Debtor andsubstitute SYSTRAN’s address; receive, open and dispose of all mail addressedto Customer or Customers’ trade name at SYSTRAN’s address; negotiate checksreceived in payment whether payable to Customer or to SYSTRAN, endorse the nameof Customer or Customers’ trade name on any checks or other evidences ofpayment that may come into the possession of SYSTRAN on The Bill(s) purchasedby SYSTRAN and on any invoices or other document relating to any of TheBill(s); in Customers’ name, or otherwise, demand, sue for, collect and get orgive releases for any and all monies due or to become due on The Bill(s);compromise, prosecute, or defend any action, claim or proceeding as to TheBill(s) purchased by SYSTRAN; take all steps necessary to ensure payment ofsuch amounts due and do any and all things in Customers’ name necessary andproper to carry out the purpose intended by this Agreement.

**9.****                                     ****ADDITIONAL DOCUMENTS**

TheCustomer shall execute and deliver all such additional and further instrumentsas may be reasonably requested by SYSTRAN in order to more completely vest inand assure to SYSTRAN and make available to it, the property and rightsherewith or hereafter granted or assigned and transferred to SYSTRAN asCollateral and to evidence the sale of The Bill(s) to SYSTRAN and to carry intoeffect the provisions and intent of this Agreement.

**10.****                              ****LOCATION OF BOOKS AND RECORDS, PLACE OF BUSINESS**

Customers’place of business is the one set forth in this Agreement and all of its books,accounts, correspondence, papers and records pertaining to the servicesperformed or sales of products are located there, and all such books, accounts,correspondence, papers and records will be opened for SYSTRAN’s inspection atall reasonable times.

**11.****                              ****INDEMNIFICATION OF SYSTRAN; SALES AND EXCISE TAXES**

Customerwill indemnify and hold SYSTRAN harmless against any and all liability, loss orexpense, including attorney’s fees and costs, caused by or arising out of anyclaims or alleged claims asserted relating in any manner to The Bill(s)purchased by SYSTRAN hereunder or subject to SYSTRAN’s security interest,including, but not limited to, claims asserted against SYSTRAN pursuant toChapter 5, Title 11 of the *United States Code*.  In the event any sales or excise taxes areimposed by any state, federal or local authorities with respect to any of TheBill(s) sold and assigned hereunder, where such taxes are required to bewithheld or paid by SYSTRAN, Customer shall also indemnify SYSTRAN and hold itharmless with respect to all such taxes and hereby authorizes SYSTRAN to chargeto Customers’ account any such tax that is paid or withheld by SYSTRAN.  SYSTRAN may charge the Deposit or initiatelegal proceedings to collect any amount due under this paragraph.  This paragraph shall survive and remaineffective following the termination of the Factoring Agreement.

**12.****                              ****FINANCIAL INFORMATION**

Solong as Customer factors or has any absolute or contingent obligation of anykind owing to SYSTRAN, the Customer will provide information regarding thebusiness, affairs and financial condition of Customer and its subsidiaries asSYSTRAN may reasonably request, including financial statements.

**13.****                              ****BANKRUPTCY**

Customeragrees to notify SYSTRAN of any voluntary or involuntary bankruptcy petitionfiled by or against it or any guarantor within twenty-four (24) hours of suchfiling.

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***Certain confidential information in this document has been omitted pursuant toa request for Confidential Treatment and filed separately with the Commission.

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**14.****                              ****REORGANIZATION, ACQUISITIONS, CHANGE OF NAME ORLOCATION**

Customerwill not, and will not permit any subsidiary to merge or consolidate with orinto any corporation or other entity, or sell, lease, transfer, or otherwisedispose of all or any substantial part of its assets, whether now owned orhereafter acquired.  Customer shallnotify SYSTRAN in writing not less than thirty (30) days prior to (a) anychange of its name or use of any trade names; or (b) any change in the addressof the chief executive office and/or chief place of business of Customer or thelocation of any records pertaining to The Bill(s).

**15.****                              ****LITIGATION**

Exceptas disclosed in writing, Customer represents and warrants to SYSTRAN asfollows: There are no suits or proceedings pending or to the knowledge ofCustomer, threatened against or affecting Customer or any of its subsidiarieswhich, if adversely determined, would have a material adverse effect on thefinancial condition or business of Customer and its subsidiaries and there areno proceedings by or before any governmental commission, board, bureau, orother administrative agency pending or, to the knowledge of Customer,threatened, against Customer or any of its subsidiaries.  Further, Customer represents and warrants thereis no claim, loss contingency, or proceeding, whether or not pending,threatened or imminent, against or otherwise affecting Customer that involvesthe possibility of any judgment or liability not fully covered by insurance orthat may result in a material adverse change in the business, properties, orcondition, financial or otherwise, of Customer.

**16.****                              ****TRADE NAMES**

Customerrepresents and warrants to SYSTRAN that it utilizes no trade names or assumedbusiness names in the conduct of its business except for the names listed inSection 16 of the Addendum to the Factoring Agreement.

**17.****                              ****TAXES**

Exceptas disclosed in the Schedule of Outstanding Tax Returns attached to thisAgreement, Customer represents and warrants to SYSTRAN that: Customer has filedall federal, state, and local tax returns and other reports it is required tofile and has paid or made adequate provision for payment of all such taxes,assessments, and other governmental charges.

**18.****                              ****TERM AND TERMINATION**

18.1                           This Agreement is for a term of forty-eight(48) full months to begin on the Commencement Date as defined in paragraph 1(c)herein.  The term of this Agreement shallrenew automatically for consecutive twelve (12) month terms unless soonerterminated in accordance with the terms of the Agreement.  Customer may terminate this Agreementeffective at the end of any term by giving thirty (30) days prior writtennotice to SYSTRAN at the address set forth in this Agreement.  Customer may continue to offer any of TheBill(s) to SYSTRAN during such thirty (30) day period.  SYSTRAN may terminate this Agreement at anytime and for any reason by notifying Customer in writing of such termination.

18.2                           All of Customers’ representations,warranties, and other provisions of this Agreement shall survive suchtermination until SYSTRAN has been paid in full and Customer has fullyperformed all of its obligations.  Inaddition, should any transfer of money or property to SYSTRAN hereunder beavoided in a bankruptcy proceeding involving Customer, any Debtor of Customer,or otherwise, then Customers’ Obligations hereunder shall be reinstated and/orsupplemented to the extent of the avoided transfer, whether or not thisAgreement has otherwise been terminated.

18.3                           Notwithstanding the foregoing, Customerhas the option to terminate this Agreement prior to the end of any term bygiving SYSTRAN thirty (30) days prior written notice.  Customer may continue to offer any of TheBill(s) to SYSTRAN during such thirty (30) day period.  Customer shall be deemed to have terminatedthis Agreement prior to the end of any term on the date that Customer shallhave ceased presenting The Bill(s) to SYSTRAN in the normal course for anuninterrupted period of thirty (30) days (“Deemed Termination”).  Upon notice of early termination, or the dateof a Deemed Termination by Customer, prior to the end of any term, whether ornot Customer continues to offer The Bill(s) to SYSTRAN during the thirty (30)day notice period applicable to Customer, Customer, jointly and severally,shall be obligated to pay to SYSTRAN, and Customers’ Deposit may be charged, anearly termination premium (“Early Termination Premium”) in an amount equal to thefollowing: (i) *** if the termination occurs prior to the first anniversary ofthe Commencement Date, (ii) *** if the termination occurs on or after the firstanniversary of the Commencement Date and prior to the second anniversary of theCommencement Date, and (iii) *** if the termination occurs on or after thesecond anniversary of the Commencement Date and prior to the end of the initialterm or any renewal term.

18.4                           The termination date shall be thirty (30)days after SYSTRAN’s receipt of the termination notice or on the DeemedTermination date, unless a termination notice specifies a date that is morethan thirty (30) days but less than sixty (60) days after SYSTRAN’s receipt ofthe termination notice.

18.5                           If SYSTRAN terminates this Agreementprior to the end of any term upon any default in the performance of Customerunder this Agreement, in view of the impracticality and extreme difficulty inascertaining actual damages and by mutual agreement of the parties as to thereasonable calculation of SYSTRAN’s lost profits as a result thereof, Customer,jointly and severally, shall be obligated to pay SYSTRAN upon the effectivedate of such termination, and Customers’ Deposit may be charged, a premium inan amount equal to the Early Termination Premium as set forth above. If Customer terminates this Agreement pursuant to theterms thereof, Customer shall immediately remit and pay to SYSTRAN, at the timeof termination, all Obligations due and owing to SYSTRAN and/or its affiliatesby Customer, under this and any other Agreement.

**19.****                              ****EVENTS OF DEFAULT**

19.1                           Thefollowing shall be events of default under the terms of this Agreement:  (a) default by Customer or any guarantorin the payment and/or performance of any Obligation to SYSTRAN, (b) default byCustomer or any guarantor in the payment or performance of any obligation toany financial institution (other than SYSTRAN) or bank, provided that suchaggregate obligations are *** or greater; (c) Customer or any guarantor agreesto the appointment of a receiver for its assets, makes general assignment forthe benefit of creditors or declares that it is unable to pay its debts as theymature; (d) Customer or any guarantor files a proceeding under any law for therelief of Debtors, including but not limited to, Title 11 of the *United States Code*, referred to as “*TheBankruptcy Cod*e” or any other similar law which may exist; (e) anyinvoluntary petition under the *Bankruptcy Code*or similar statute has been filed against the Customer or any guarantor and notdismissed within sixty (60) days after filing without the entry of an order forrelief; (f) the entry of any judgment(s) against Customer that in the aggregateare *** or greater, (g) the issuance of an attachment, execution, taxassessment or similar process against the Customer or its property  or any guarantor (or its property) which isnot released within ten (10) days of its attachment; (h) any guaranty from anyCustomer guarantor shall cease to be in full force and effect for any reasonother than the dissolution of a corporate guarantor that does not result in aMaterial Adverse Effect or, with respect to a validity guaranty from anyCustomer employee, the revocation of such guaranty so long as SYSTRAN receivesa replacement guaranty satisfactory to SYSTRAN in its sole discretion within 30days of such revocation; (i)SYSTRAN,in its sole discretion, determines that a Material Adverse Effect has occurredwith respect to Customer or any guarantor or that a material adverse change hasoccurred in the in the value of the Collateral or in SYSTRAN’s interest in theCollateral.

19.2                           Inaddition to all other remedies provided by law, upon the occurrence of an eventof default, SYSTRAN may immediately, and without notice to the Customer,increase the amount of the Deposit required under Section 4 of this Agreementto *** of the outstanding amount of Bills purchased from the Customer (“***Deposit”), and the Customer shall immediately deliver to SYSTRAN fundssufficient to create this *** Deposit.

19.3                             SYSTRAN may, upon default under the Agreementor any of the agreements, collect any Obligation owing to SYSTRAN or any of itsaffiliates by debiting Customers’ account, attach any funds owing to Customerby SYSTRAN or its affiliates, and exercise any other remedy available to

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SYSTRANunder the Agreements or at law. Any deficiency arising under this Agreementshall accrue interest at the annual rate of *** or the highest amount allowedby law, whichever is higher, from the date the deficiency is incurred.

**20.****                              ****EXPENSES**

20.1                           Customer shall reimburse SYSTRAN for all reasonablefees, costs and expenses incurred by SYSTRAN in relation to thisAgreement.  SYSTRAN may, at any time, andwithout regard to any remedy listed above, demand from Customer payment of theoutstanding fees, costs and expenses.

20.2                           ATTORNEYS’FEES. With respect to any default under this Agreement, Customer shallreimburse SYSTRAN for all costs and expenses incurred by attorneys, includingboth SYSTRAN’s in-house attorneys and outside attorneys’ and paralegals’whether or not a lawsuit or other court action is actually filed in connectionwith the event of default.  In the eventthat a suit, action, arbitration, or other proceeding of any nature, including,without limitation, any proceeding under *The Bankruptcy Code*,any action seeking a declaration of rights or an action for rescission isinstituted to interpret or enforce this Agreement, including, but not limitedto such fees and costs associated with trial and appeals, Customer, jointly andseverally, agrees to pay the reasonable attorneys’ fees incurred in connectionwith any such proceeding as awarded by the court.

20.3                           OTHERPROFESSIONALS AND EXPERTS.  With respectto any event of default under this Agreement, SYSTRAN in its sole discretionmay retain accountants, auditors, appraisers and other experts and the Customer,jointly and severally, agrees to pay the professional fees, expert fees and allother fees and costs reasonably and actually incurred in connection with theservices provided.

20.4                           NOLIEN TERMINATION WITHOUT RELEASE.  In recognition of SYSTRAN’s right to have itsattorneys’ fees and other expenses incurred in connection with this Agreementsecured by the Collateral, notwithstanding payment in full of all Obligationsby Customer, SYSTRAN shall not be required to record any terminations orsatisfactions of any of SYSTRAN’s liens on the Collateral unless and untilCustomer has executed and delivered to SYSTRAN a general release in a form reasonablysatisfactory to SYSTRAN.  **Customer understands that this provision constitutes a waiver of itsrights under 9-513 of the UCC.**

**20.5****                       ****JURY TRIAL WAIVER****.  INRECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL,THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION ORCAUSE OF ACTION (A) ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH ORRELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITHRESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, ANDWHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHERWAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEENWAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEENWAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, ANDTHAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THISSECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETOTO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.**

**21.****                              ****JURISDICTION AND VENUE**

ThisAgreement shall be deemed to be a contract under the laws of the State ofOregon and for all purposes shall be governed by and construed in accordancewith the laws of that state.  Customerirrevocably agrees that any legal action or proceeding brought by or againstCustomer with respect to the Agreement shall be brought in the courts of theState of Oregon or in the U.S. District Court for the District of Oregon.  Customer consents to the jurisdiction of suchcourts and that the venue for any such action shall be the County ofMultnomah.  This provision shall notlimit the right of SYSTRAN to bring such actions or proceedings againstCustomer in the court of such other states or jurisdictions where Customer maybe subject to jurisdiction.  Customerexpressly authorizes service of process in any such suit or action on itsbehalf upon Registered Agent: See Addendum at (address) See Addendum orupon such other agent as SYSTRAN may approve in writing, as its agent for suchpurposes and that service may be deemed complete upon delivery via expeditednational overnight delivery service.

**22.****                              ****WAIVER, NOTICE**

Thewaiver by SYSTRAN of the breach of any term of this Agreement or of thecompliance therewith shall not be construed as a waiver of any other breach orcompliance.  Notices from either party tothe other shall be given in writing and mailed postage prepaid, registered or certifiedmail, or placed in the hands of a national overnight delivery service,addressed to the addresses set forth opposite each party’s name below, or atsuch other address as either party may hereafter advise the other in writing.

**23.****                              ****ASSIGNMENT**

Customermay not assign any of its rights or obligations hereunder.  SYSTRAN may assign or grant a securityinterest in this Agreement or in any of The Bill(s) purchased by SYSTRAN.  SYSTRAN may assign any of its rights andremedies with respect to The Bill(s) including the right to notify Debtors tomake payment to SYSTRAN’s assignee.

**24.****                              ****SEVERABILITY**

Theprovisions of this Agreement are severable and if any of these provisions shallbe held by any court of competent jurisdiction to be unenforceable such holdingshall not affect or impair any other provisions hereof.

**25.****                              ****COMPLETE UNDERSTANDING**

ThisAgreement comprises the complete understanding among the parties and may onlybe varied by a writing executed by the parties hereto.  Paragraph headings are for convenience only.

**26.****                              ****THIRD PARTY CONSULTATION**

Customerhereby agrees and acknowledges that it has had the opportunity to seek out andconsult with legal counsel and/or independent business advisors of its ownchoosing in connection with the negotiation, execution and delivery of thisAgreement.  This Agreement shall beconstrued without regard to any presumption or rule requiring that it beconstrued against the party causing this Agreement, or any part hereof to bedrafted.

**27.****                              ****NO OFFER/COMMITMENT**

Thepresentation of this Agreement to Customer does not constitute either an offeror commitment to purchase The Bill(s) or to extend credit to Customer.

**28.****                              ****MULTIPLE CUSTOMERS/JOINT AND SEVERAL LIABILITY**

Ifmore than one Customer executes this Agreement, the following provision apply: (a) Each Customer agrees that it isjointly and severally, directly, and primarily liable to SYSTRAN for payment infull of all the Obligations and that such liability is independent of theduties, obligations, and liability of each and all of the other joint andseveral Customers.  SYSTRAN may bring aseparate action or actions on the Obligations against each, any or

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all Customers, whether an action is broughtagainst any other or all of such Customers or any one or more of Customers isor is not joined therein.** **(b) Each Customer agrees that anyrelease that may be given by SYSTRAN to any one or more of Customers or anyguarantor of the Obligations shall not release any other Customer from itsobligations hereunder.** **(c) Each Customer hereby waivesany right to assert against SYSTRAN any defense (legal or equitable), setoff,counterclaim or claims that such Customer individually may now or any timehereafter have against another Customer or any other person liable to SYSTRANin any manner or way whatsoever.** **(d) Any and all present and futuredebt and other obligations of any Customer to any other Customer are herebysubordinated to the full payment and performance of the Obligations; provided,however, such debt and other obligations may be incurred and repaid, subject tothe terms of this Agreement, as long as no event of default shall have occurredand not have been waived.** **(e) Each Customer is presentlyinformed as to the financial condition of each of the other Customers and ofall other circumstances that a diligent inquiry would reveal and that bear uponthe risk of nonpayment of the Obligations. Each Customer hereby covenants that it will continue to keep itselfinformed as to the financial condition of all other Customers, the status ofall other Customers, and of all circumstances that bear upon the risk ofnonpayment.  Absent a written requestfrom any Customer to SYSTRAN for information, each Customer hereby waives anyand all rights it may have to require SYSTRAN to disclose to such Customer anyinformation that SYSTRAN may now or hereafter acquire concerning the conditionor circumstances of any Customer.** **(f) Each Customer waives allrights to notices of default, existence, creation, or incurring of new oradditional indebtedness and all other notices of formalities to which suchCustomer may, as a joint and several Customer hereunder, be entitled.** **(g) Each Customerhereby irrevocably appoints Crdentia Corp. (the “Agent”), and each of itsofficers and employees, as agents for its behalf to request, receive, anddirect the manner of disbursement of purchase proceeds; to execute and delivercertificates, reports, instructions, agreements and other documents; to furnishinformation; to make elections as to fess and other matters; to give andreceive notices and communications; and to take any and all other actions of everynature in connection with this Agreement and Purchase and the Obligations.  SYSTRAN may rely on any such actions of Agentand its officers and employees as fully as if such actions had been takendirectly by each such Customer, and SYSTRAN shall be fully protected in doingso.  Each Customer hereby authorizesSYSTRAN to wire funds into a common bank account controlled by Agent or to makethe disbursement check payable to Agent or such other person or persons designatedby Agent.  Each Customer hereby representsto SYSTRAN that this common bank account is being maintained for each Customers’convenience and that a portion of funds paid or otherwise disbursed by SYSTRANpursuant to this Agreement will be held for the benefit of each Customer inproportion to the amount of Bills Purchased or Collateral.

**29.****                              ****CREDIT INFORMATION**

Customerauthorizes SYSTRAN or any of its affiliates to obtain credit bureau reports,and make other credit inquiries that it determines are necessary.  On Customers’ written request, SYSTRAN willinform Customer whether SYSTRAN has requested a consumer credit report and thename and address of any consumer credit reporting agency that published areport.  Customer acknowledges thatwithout further notice SYSTRAN may use or request additional credit bureaureports to update its information so long as Customer obligations to SYSTRANare outstanding.

**30.****                              ****GUARANTORS**

The parties acknowledgethat Crdentia Corp., Health Industry Professionals, L.L.C., Mint MedicalStaffing Odessa, LP, Prime Staff, LP, and Staff Search Acquisition Corp., haveexecuted Collateralized Guaranties for the Obligations of Customer arisinghereunder, and that SYSTRAN would not enter into this Factoring Agreementwithout said guaranties.

SYSTRAN FINANCIALSERVICES CORPORATION
| By:                                             |      /s/  Illegible               |   |         |
|-------------------------------------------------|------------------------------------------------------------|--------|--------------|
| Title:                                          | Vice President                                             |   |         |
| Date:                                           | February 8, 2007                                           |   |         |
| Address:                                        | 4949 SW Meadows  Drive                                     |   |         |
|                                            | Suite 500                                                  |   |         |
|                                            | Lake Oswego,  Oregon 97035                                 |   |         |
|                                            |                                                       |   |
| **Arizona Home Health Care/Private Duty, Inc.** |                                                       |
|                                            |                                                       |   | **WITNESS:** |
| By:                                             |       /s/  James J. TerBeest |   | By:          | /s/ Shirley  Prichard |   |
| Print Name:                                     | James J.  TerBeest                                         |   | Print Name:  | Shirley Prichard |   |
| Title:                                          | Chief Financial Officer                                    |   | Address:     |   |   |
| Date:                                           | February 8, 2007                                           |   |         |   |   |
| Address:                                        | 5001 LBJ  Freeway, Suite 850                               |   | Phone:       |   |   |
|                                            | Dallas, TX  75244                                     |   |         |
|                                            |                                                       |   |
|                                            |                                                       |   |
| **Care  Pros Staffing, Inc.**                   |                                                       |   |
|                                            |                                                       |   | **WITNESS:** |
| By:                                             |      /s/  James J. TerBeest       |   | By:          | /s/ Shirley  Prichard |   |
| Print Name:                                     | James J.  TerBeest                                         |   | Print Name:  | Shirley Prichard |   |
| Title:                                          | Chief Financial Officer                                    |   | Address:     |   |   |
| Date:                                           | February 8, 2007                                           |   |         |   |   |
| Address:                                        | 5001 LBJ  Freeway, Suite 850                               |   | Phone:       |   |   |
|                                            | Dallas, TX  75244                                     |   |         |
|                                                 |                                                            |        |              |  |  |  |  |  |  |  |  |

 

(*Signaturescontinued on next page*)

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*** Certain confidential information in this document has been omittedpursuant to a request for Confidential Treatment and filed separately with theCommission.

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|                                                    | **Baker Anderson Christie, Inc.** | ** **                       |   |   |        |
|----------------------------------------------------|-----------------------------------|----------------------------------|--------|--------|-------------|
|                                               | ** **                        | ** **                       |   |   |        |
|                                               |                              | **WITNESS:**                     |
| By:                                                |                              | /s/ James J. TerBeest            |   |   | By:         |   | /s/ Shirley Prichard |   |
| Print Name:                                        |                              | James J. TerBeest                |   |   | Print Name: |   | Shirley Prichard |   |
| Title:                                             |                              | Chief Financial Officer          |   |   | Address:    |   |   |
| Date:                                              |                              | February 8, 2007                 |   |   |        |   |   |
| Address:                                           | 5001 LBJ Freeway, Suite 850       |                             | Phone: |   |        |   |
|                                               | Dallas, TX 75244                  |                             |   |
|                                               |                              |                             |   |
|                                               |                              |                             |
| **New Age Staffing, Inc.**                         |                              |                             |
| ** **                                         |                              |                             |
| ** **                                         |                              | **WITNESS:**                     |
| By:                                                |                              | /s/ James J. TerBeest            |   |   | By:         |   | /s/ Shirley Prichard |   |
| Print Name:                                        |                              | James J. TerBeest                |   |   | Print Name: |   | Shirley Prichard |   |
| Title:                                             |                              | Chief Financial Officer          |   |   | Address:    |   |   |
| Date:                                              |                              | February 8, 2007                 |   |   |        |   |   |
| Address:                                           | 5001 LBJ Freeway, Suite 850       |                             | Phone: |   |        |
|                                               | Dallas, TX 75244                  |                             |   |
|                                               |                              |                             |
|                                               |                              |                             |
| **PSR Nurses, Ltd.**                               |                              |                             |
| By PSR Nurse Recruiting, Inc., its General Partner | ** **                        | **WITNESS:**                     |
|                                               | ** **                        | ** **                       |
| By:                                                |                              | /s/ James J. TerBeest            |   |   | By:         |   | /s/ Shirley Prichard |   |
| Print Name:                                        |                              | James J. TerBeest                |   |   | Print Name: |   | Shirley Prichard |   |
| Title:                                             |                              | Chief Financial Officer          |   |   | Address:    |   |   |
| Date:                                              |                              | February 8, 2007                 |   |   |        |   |   |
| Address:                                           | 5001 LBJ Freeway, Suite 850       |                             | Phone: |   |        |
|                                               | Dallas, TX 75244                  |                             |   |
|                                               |                              |                             |
| **Nurses Network, Inc.**                           |                              |                             |
| ** **                                         |                              | **WITNESS:**                     |
| ** **                                         |                              |                             |
| By:                                                |                              | /s/ James J. TerBeest            |   |   | By:         |   | /s/ Shirley Prichard |   |
| Print Name:                                        |                              | James J. TerBeest                |   |   | Print Name: |   | Shirley Prichard |   |
| Title:                                             |                              | Chief Financial Officer Address: |   |   | Address:    |   |   |
| Date:                                              |                              | February 8, 2007                 |   |   |        |   |   |
| Address:                                           | 5001 LBJ Freeway, Suite 850       |                             | Phone: |   |        |
|                                               | Dallas, TX 75244                  |                             |   |
|                                                    |                                   |                                  |        |        |             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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*** Certain confidential information in this document has been omittedpursuant to a request for Confidential Treatment and filed separately with theCommission.

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**Exhibit A**

**ToFactoring Agreement Dated February 8, 2007**

The terms used in this Exhibit A have the same definitions as those usedin the Factoring Agreement.  In case ofconflict of definition, the definitions in this Exhibit “A” shall prevail.

All fees referred to below shall collectively bereferred to as “Service Fees.”

**FundsEmployed:**

Customer will pay a fee at an annual rate equalto *** per annum of all funds employed to purchase Bills (the “Prime Plus Fee”).  “Prime” means the greater of: (i) the PrimeRate or (ii) ***.  The Prime Plus Feeshall be calculated on the basis of a 360-day year and the actual number ofdays elapsed in each month.  Funds employed shall be calculated by SYSTRAN ona daily basis based upon bills unpaid and outstanding, less the Deposit.  A change in the Prime Plus Fee due to a PrimeRate change will be effective upon the date of the change (subject to anymaximum or minimum limitation on fees specified by applicable law), which willbe indicated on the settlement statement. “Prime Rate” means the prime commercial rate of interest perannum as announced from time to time by the Wall Street Journal as theprevailing “Prime Rate,” from time to time in effect.  If the Prime Rate is reflected as a range,then the Prime Rate as defined herein shall be the highest amount in saidrange.  SYSTRAN shall have the right,from time to time, to designate any other reference source as the reference fordetermining the Prime Rate under this Agreement.

**Managed Account:**

A managed account shall also be created for all Bills that SYSTRAN doesnot purchase and all Bills which Customer does not factor (the “Managed Account”).  The Deposit on the Managed Account is ***.

Theabove Service Fees may be deducted from Customers’ funding pursuant to theFactoring Agreement or SYSTRAN may bill Customer.
| SYSTRAN FINANCIAL SERVICES  CORPORATION          |                                               |                     |
|--------------------------------------------------|----------------------------------------------------|--------------------------|
|                                             |
|                                             |
| By:                                              |                                               | /s/ Illegible            |   |   |
| Title:                                           |                                               | Vice President           |   |   |
| Date:                                            |                                               | February 8, 2007         |   |   |
|                                             |                                               |                     |
|                                             |
| **Arizona  Home Health Care/Private Duty, Inc.** | **New Age Staffing, Inc.**                         |                     |
| ** **                                       |                                               |                     |
| ** **                                       |                                               |                     |
| By:                                              |                                               | /s/ James J.  TerBeest   |   | By: |   | /s/ James J. TerBeest |   |
| Title:                                           |                                               | Chief Financial  Officer |   | Title: |   | Chief Financial Officer |   |
| Date:                                            |                                               | February 8, 2007         |   | Date: |   | February 8, 2007 |   |
| ** **                                       | ** **                                         |                     |
| ** **                                       | ** **                                         |                     |
| **Care Pros Staffing, Inc.**                     | **PSR Nurses, Ltd.**                               |                     |
| ** **                                       | By PSR Nurse Recruiting, Inc., its General Partner |
| ** **                                       |                                               |                     |
| By:                                              |                                               | /s/ James J.  TerBeest   |   |   |   |   |   |
| Title:                                           |                                               | Chief Financial  Officer |   | By: |   | /s/ James J. TerBeest |   |
| Date:                                            |                                               | February 8, 2007         |   | Title: |   | Chief Financial Officer |   |
|                                             |                                               |                     |   | Date: |   | February 8, 2007 |   |
| ** **                                       |                                               |                     |
| **Baker Anderson Christie, Inc.**                |                                               |                     |
| ** **                                       | **Nurses Network, Inc.**                           |                     |
| ** **                                       |                                               |                     |
| By:                                              |                                               | /s/ James J.  TerBeest   |   |   |   |   |   |
| Title:                                           |                                               | Chief Financial  Officer |   | By: |   | /s/ James J. TerBeest |   |
| Date:                                            |                                               | February 8, 2007         |   | Title: |   | Chief Financial Officer |   |
|                                             |                                               |                     |   | Date: |   | February 8, 2007 |   |
|                                                  |                                                    |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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*** Certain confidential information in this document has been omittedpursuant to a request for Confidential Treatment and filed separately with theCommission.

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**Addendum**

**To Factoring Agreement**

The terms used in this Addendum have the same definitions as those usedin the Factoring Agreement.  In case ofconflict of definition, the definitions in this Addendum shall prevail.

**Customer and Systran agree to modify Section 2, “PURCHASE OF BILLS”,Paragraph 2.1 of the Agreement is hereby amended to the following:**

Customermay submit for purchase to SYSTRAN accounts for which a Bill/invoice has notyet been created (the “Unbilled Invoices”) so long as (i) customer delivers adetailed schedule of all unbilled amounts to SYSTRAN in connection with eachPurchase request, which includes a unique tracking number assigned to each suchunbilled Invoice that shall correspond to the Bill that Customer creates foreach such account, and (ii) the aggregate total amount of outstanding unbilledInvoices at any time does not exceed *** of Customers’ regular Bills.  Invoices purchased that are ninety (90) daysold or less as computed from the date of purchase Customer shall have fourteen(14) days to present an original and one (1) copy of all Bills related to theUnbilled Invoices, along with the proof of delivery or service for each Billpresented, each document which shall be attached to a schedule form provided bySYSTRAN.  SYSTRAN may purchase Bills that arise from Customers’permanent placement services so long as the aggregate outstanding amount ofsuch Bills does not exceed *** of the Bills purchases that are: (i) ninety (90)days old or less as computed from the date of purchase and (ii) for staffingservices other than permanent placement services.

Except as noted below, the remainder of Section 2 shall remain asoriginally written.

**Customer and Systran agree to modify Section 2, “PURCHASE OF BILLS”,Paragraph 2.4 of the Agreement to include the following:**

Customer may mail all Billsdirectly to account debtors.  All Billsso directly mailed by Customer must be stamped with SYSTRAN’s notice ofassignment attached as noted below. Customer will provide copies of all Bills, together with signed copiesof the respective proof of delivery prior to SYSTRAN considering them forpurchase.  Nothing in the Addendum shallobligate SYSTRAN to purchase any Bill owing by the account debtors, listedabove.  Customer must obtain SYSTRAN’swritten consent prior to adding any account debtors to the list of directmailed parties.

RemitOnly To:

SYSTRANFinancial Services Corp.

P.O.Box 730653

Dallas,TX  75373-0653

This account is sold, assigned and payable to SYSTRAN

Theremainder of Section 2 shall remain as originally written.

**Customer and Systran agree to modify Section 3, “FEE(S)” by adding anew paragraph 3.4 to the Agreement as follows:**

3.4         SYSTRAN may in its solediscretion extend the Chargeback period that applies to any Bill provided thatthe Deposit for such Bill shall increase and Customer shall pay a fee toSYSTRAN as follows:
|                           | ** ** | ** **     | ** ** | **Account Debtor Type**        | ** ** | ** ** | ** ** | ** **  |
|---------------------------|------------|----------------|------------|--------------------------------|------------|------------|------------|-------------|
| **Transportation/Broker** | ** ** | **Commercial** |
| **Fee**                   | ** ** | **Deposit**    | ** ** | **Chargeback Period/Recourse** | ** ** | **Fee**    | ** ** | **Deposit** | ** ** | **Extension Period/Eligibility** |
| ***                       |       | ***            |       | ***                            |       | ***        |       | ***         |   | *** |
| ***                       |       | ***            |       | ***                            |       | ***        |       | ***         |   | *** |
| ***                       |       | ***            |       | ***                            |       | ***        |       | ***         |   | *** |
| ***                       |       | ***            |       | ***                            |       | ***        |       | ***         |   | *** |

 

The feeprovided above shall be fully earned and immediately due and payable uponSYSTRAN’s agreement to extend the Chargeback period for such Bill.

The remainder of Section 3 shall remain asoriginally written.

**Customer and Systran agree to modify Section 4, “DEPOSIT”, Paragraph4.1, by amending the following particulars only:**

In order to secure Customers’Obligations hereunder, Customer shall deliver to SYSTRAN a deposit equal to ***of Customers’ Unbilled Invoices (“Deposit A”) and Customer shall deliver toSYSTRAN a deposit equal to *** of Customers’ regular Bills that are ninety (90)days old or less computed from the date of purchase (“Deposit B”).  Deposit A shall be repaid to Customer uponreceipt of the copy of the regular Bill/invoice by SYSTRAN, whether in the formof a photocopy, a facsimile copy or a scanned copy via Electronic DataInterchange. Both Deposit A and Deposit B shall be collectively known as “Deposit”for the purposes of the remaining sections of this

Theremainder of Section 4 shall remain as originally written.

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*** Certain confidentialinformation in this document has been omitted pursuant to a request forConfidential Treatment and filed separately with the Commission.

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**Customer and Systran agree to modify Section 7, “WARRANTIES ANDREPRESENTATIONS”, by adding language to Paragraph 7.2 as follows:**
| Customer:                                    | ** ** | **Organized under the laws of:** | ** ** | **Organizational I.D. #** |
|----------------------------------------------|------------|----------------------------------|------------|---------------------------|
| Arizona Home  Health Care/Private Duty, Inc. |       | Arizona                          |       | 09402900                  |
| Care Pros  Staffing, Inc.                    |       | Texas                            |       | 800000407                 |
| Baker Anderson  Christie, Inc.               |       | California                       |       | 1966662                   |
| New Age  Staffing, Inc.                      |       | Delaware                         |       | 3696669                   |
| PSR Nurses, Ltd.                             |       | Texas                            |       | 15413710                  |
| Nurses Network,  Inc.                        |       | California                       |       | 2061673                   |

 

Theremainder of Section 7 shall remain as originally written.

**Customerand SYSTRAN agree to modify Section 12 “FINANCIAL INFORMATION” of the Agreementto include the following:**

Customer shall deliver toSYSTRAN within 120 days following the end of each of its fiscal years, auditedfinancial statements certified as having been prepared in accordance withgenerally accepted accounting principles (“GAAP”) and as presenting fairly thefinancial condition of Customer as of the date thereof and for the period thenended (and including any management letter to Customer from such accountants).Customer shall deliver to SYSTRAN such financial information as SYSTRAN shallrequest, including, (a) within 45 days after the end of each quarter,reasonably detailed financial statements prepared in accordance with pastpractices that are consistently applied, certified by the chief financialofficer or chief operating officer of Customer as presenting fairly thefinancial condition of Customer , (b) within 15 days of each quarter endaccounts receivable and accounts payable agings, in a format satisfactory toSYSTRAN and any other reports reasonably requested by SYSTRAN, (c) quarterlyevidence of 940 payments and (d) monthly evidence of 941 payments. Customerhereby irrevocably authorizes all accountants and third parties to disclose anddeliver to SYSTRAN at Customers’ expense all financial information, books andrecords, work papers, management reports and other information in theirpossession relating to Customer. Customer shall not change its fiscal year for accounting or tax purposesfrom a period consisting of the twelve (12) month period ending on December 31 ofeach calendar year, and shall not make any change in accounting treatment andreporting practices or tax reporting treatment except as required by GAAP orlaw and disclosed in writing to SYSTRAN at the address set forth herein.

Theremainder of Section 12 shall remain as originally written.

**Section 16, “TRADE NAMES”. **Customer represents and warrants to SYSTRANthat Customers’ trade names or assumed business names are limited to thefollowing:

**All Trade Names and Assumed Business Names**
| AHHC Acquisition Corporation                 |   | Mint Medical Staffing Odessa, LP |
|----------------------------------------------|--------|----------------------------------|
| Arizona Home  & Healthcare               |   | NAS Acquisition Corporation      |
| Arizona Home  & Healthcare (AHHC)        |   | New Age Nurses                   |
| Arizona Home  Health Care                    |   | New Age Staffing, Inc.           |
| Arizona Home  Health Care/Private Duty, Inc. |   | NNI Acquisition Corporation      |
| BAC Acquisition  Corporation                 |   | Nurses Network, Inc.             |
| Baker Anderson  Christie, Inc.               |   | Prime Staff                      |
| Care Pros  Staffing, Inc.                    |   | Prime Staff LP                   |
| CPS Acquisition  Corp.                       |   | Prime Staff of Texas, LP         |
| CRDE Corp.                                   |   | Prime Staff/Mint Medical, Inc.   |
| Crdentia                                     |   | PSR Nurse Recruiting, Inc.       |
| Crdentia Company                             |   | PSR Nurses Holdings Corp.        |
| Crdentia Corp.                               |   | PSR Nurses, Ltd.                 |
| Crdentia Corporation                         |   | Staff Search                     |
| GHS Acquisition  Corporation                 |   | Staff Search Acquisition Corp.   |
| Health Industry  Professionals               |   | Staff Search Healthcare          |
| Health Industry  Professionals, L.L.C.       |   | Staff Search Healthcare, Inc.    |
| HIP Acquistion  Corporation                  |   | Staff Search, Inc.               |
| HIP Holding Inc.                             |   | Travmed USA                      |
| iVOW Acquisition  Corporation                |   |                             |

 

The remainder of Section 16shall remain as originally written.

**Customer and Systran agree to modify Section 18, “TERM AND TERMINATION”,by adding language to Paragraph 18.1 as follows:**

Customermay request that SYSTRAN perform the necessary due diligence in order toconsider the Customer as a candidate for conversion to an Asset Based Loan (“ABL”).  Any costs or expenses that SYSTRAN incurs inconnection with any conversion request are included in the CustomerObligations.  In the event SYSTRANapproves a conversion request in its sole discretion, the Early TerminationPremium (defined below) will be waived upon funding the ABL.

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*** Certain confidential information in this document has been omittedpursuant to a request for Confidential Treatment and filed separately with theCommission.

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**Customer and Systran agree to further modify Section 18, “TERM ANDTERMINATION”, by adding language to Paragraph 18.3 as follows:**

Notwithstandingthe foregoing, in the event of an early termination of this Agreement, theEarly Termination Premium shall not apply to the extent that SYSTRAN maintainsa factoring agreement with the ultimate parent company of the Customer and anevent of default has not occurred under such factoring agreement.

The remainder of Section 18 shall remain asoriginally written.

**Customer and SYSTRAN agree tomodify Section 20, “EXPENSES,” by adding a new Paragraph 20.6 to the Agreementas follows:**

One or more employees oragents of SYSTRAN may perform field examinations of the books, records and otherassets of Customer.  SYSTRAN may performsuch field examinations every 120 days (3 times each year), unless Customershall default under the terms of the Factoring Agreement.  After a default, no limit shall apply to thenumber of field examinations that SYSTRAN may perform. Customer shall pay toSYSTRAN a field examination fee (the “Field Examination Fee”) at the standardrate established by SYSTRAN from time to time (which standard rate is currentlyin an amount equal to *** for each day spent by each such employee or agent inperforming and/or summarizing the results of such examination, including allnecessary travel time) plus all “out of pocket” expenses.  Each Field Examination Fee shall be payableby Customer to SYSTRAN, in whole or in part, as appropriate, on the date(s) onwhich such field examination was performed.

Theremainder of Section 20 shall remain as originally written.

**Customer and Systran agree to modify Section 21, “JURISDICTION ANDVENUE”, by adding language as follows:**
| Customer:                                    | ** ** | **Registered Agent:**                                                                |
|----------------------------------------------|------------|--------------------------------------------------------------------------------------|
| Arizona Home  Health Care/Private Duty, Inc. |       | National Corporate Research, 815 N First Avenue,  Suite 4, Phoenix, AZ 85003         |
| Care Pros  Staffing, Inc.                    |       | Dan Ross, 837 Parkview Circle, Allen, TX 75002                                       |
| Baker Anderson  Christie, Inc.               |       | Robin Minor, 2124 Union St., Suite D, San Francisco,  CA 94123                       |
| New Age  Staffing, Inc.                      |       | Corporation Service Company, 2711 Centerville Road,  Suite 400, Wilmington, DE 19808 |
| PSR Nurses, Ltd.                             |       | Robin Riddle, 14114 Dallas Parkway, Suite 600,  Dallas, TX 75254                     |
| Nurses Network,  Inc.                        |       | Capitol Corporate Services, Inc., 455 Capitol Mall,  Suite 27, Sacramento, CA 95814  |

 

Theremainder of Section 21 shall remain as originally written.

The parties acknowledge and agree to the terms of this Addendum andincorporate the terms of this Addendum into the Agreement.  All defined terms appearing in the Agreementshall have the same meaning when used in this Addendum.
| **SYSTRAN FINANCIAL SERVICES CORPORATION**       |                                               |                     |
|--------------------------------------------------|----------------------------------------------------|--------------------------|
|                                             |
| By:                                              |                                               | /s/ Illegible            |   |   |
| Title:                                           |                                               | Vice President           |   |   |
| Date:                                            |                                               | February 8, 2007         |   |   |
|                                             |
| **Arizona  Home Health Care/Private Duty, Inc.** | **New Age Staffing, Inc.**                         |                     |
| ** **                                       |                                               |                     |
| By:                                              |                                               | /s/ James J.  TerBeest   |   | By: |   | /s/ James J. TerBeest |   |
| Title:                                           |                                               | Chief Financial  Officer |   | Title: |   | Chief Financial Officer |   |
| Date:                                            |                                               | February 8, 2007         |   | Date: |   | February 8, 2007 |   |
| ** **                                       | ** **                                         |                     |
| **Care Pros Staffing, Inc.**                     | **PSR Nurses, Ltd.**                               |                     |
| ** **                                       | By PSR Nurse Recruiting, Inc., its General Partner |
| By:                                              |                                               | /s/ James J.  TerBeest   |   |   |   |   |   |
| Title:                                           |                                               | Chief Financial  Officer |   | By: |   | /s/ James J. TerBeest |   |
| Date:                                            |                                               | February 8, 2007         |   | Title: |   | Chief Financial Officer |   |
|                                             |                                               |                     |   | Date: |   | February 8, 2007 |   |
| ** **                                       | ** **                                         |                     |
| **Baker Anderson Christie, Inc.**                | ** **                                         |                     |
| ** **                                       | **Nurses Network, Inc.**                           |                     |
| By:                                              |                                               | /s/ James J.  TerBeest   |   |   |   |   |   |
| Title:                                           |                                               | Chief Financial  Officer |   | By: |   | /s/ James J. TerBeest |   |
| Date:                                            |                                               | February 8, 2007         |   | Title: |   | Chief Financial Officer |   |
|                                             |                                               |                     |   | Date: |   | February 8, 2007 |   |
|                                                  |                                                    |                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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*** Certain confidential information in this document has been omittedpursuant to a request for Confidential Treatment and filed separately with theCommission.

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