**Exhibit 2.3**

 

 

 

**EQUITY PURCHASE AGREEMENT**

 

**by and among**

 

**CRDENTIA CORP.,CRDE CORP.GHS ACQUISITION CORPORATION,**

 

**PRIME STAFF, INC.,**

 

**PRIME STAFF GP, LLC**

 

**MINT MEDICAL, LLC,**

 

**MINT MEDICAL GP, LLC,**

 

**and the Equity Owners of such entities.**

 

**dated May 4, 2005**

 

 

 

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**TABLE OF CONTENTS**

 
| ARTICLE 1.  DEFINITIONS                                               |                                                              |   |
|----------------------------------------------------------------------------|-------------------------------------------------------------------|--------|
| 1.1                                                                        | Defined Terms                                                     |   |
| 1.2                                                                        | Construction of Certain Terms and Phrases                         |   |
|                                                                       |                                                              |   |
| ARTICLE 2. PURCHASE OF EQUITY INTERESTS                               |                                                              |
| 2.1                                                                        | The  Purchase                                                     |   |
| 2.2                                                                        | Purchase  Price                                                   |   |
| 2.3                                                                        | Purchase  Price Distribution                                      |   |
| 2.4                                                                        | Balance  Sheet Items                                              |   |
| 2.5                                                                        | Closing.                                                          |   |
| 2.6                                                                        | Exemption  from Registration                                      |   |
| 2.7                                                                        | Medical  Malpractice Claims                                       |   |
| 2.8                                                                        | Terry M.  Brown                                                   |   |
|                                                                       |                                                              |   |
| ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER  PARTIES |                                                              |
| 3.1                                                                        | Organization                                                      |   |
| 3.2                                                                        | Equity  of Prime Staff/MMSO                                       |   |
| 3.3                                                                        | Authority                                                         |   |
| 3.4                                                                        | No  Affiliates                                                    |   |
| 3.5                                                                        | No  Conflicts                                                     |   |
| 3.6                                                                        | Consents  and Governmental Approvals and Filings                  |   |
| 3.7                                                                        | Books  and Records                                                |   |
| 3.8                                                                        | Financial  Statements                                             |   |
| 3.9                                                                        | Absence  of Changes                                               |   |
| 3.10                                                                       | No  Undisclosed Liabilities                                       |   |
| 3.11                                                                       | Tangible  Personal Property                                       |   |
| 3.12                                                                       | Benefit  Plans; ERISA.                                            |   |
| 3.13                                                                       | Real  Property                                                    |   |
| 3.14                                                                       | Proprietary  Information of Third Parties                         |   |
| 3.15                                                                       | Compliance  with Legal Requirements; Governmental Authorizations. |   |
| 3.16                                                                       | Legal  Proceedings; Orders.                                       |   |
| 3.17                                                                       | Contracts.                                                        |   |
| 3.18                                                                       | Accounts  Receivable                                              |   |
| 3.19                                                                       | Accounts  Payable                                                 |   |
| 3.20                                                                       | Equipment                                                         |   |
| 3.21                                                                       | Insurance                                                         |   |
| 3.22                                                                       | Tax  Matters.                                                     |   |
| 3.23                                                                       | Labor  and Employment Relations                                   |   |
| 3.24                                                                       | Certain  Employees                                                |   |
| 3.25                                                                       | Absence  of Certain Developments                                  |   |
| 3.26                                                                       | Customers                                                         |   |
| 3.27                                                                       | Bank Accounts                                                     |   |
|                                                                            |                                                                   |        |  |

 

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| 3.28                                                                                | Permits                                      |   |
|-------------------------------------------------------------------------------------|----------------------------------------------|--------|
| 3.29                                                                                | Regulatory Compliance                        |   |
| 3.30                                                                                | Third Party Consents                         |   |
| 3.31                                                                                | Relationships with Related Persons           |   |
| 3.32                                                                                | Certain Payments                             |   |
| 3.33                                                                                | Brokers                                      |   |
| 3.34                                                                                | Verification of Credentials                  |   |
| 3.35                                                                                | HIPAA Compliance                             |   |
| 3.36                                                                                | Existing Indebtedness                        |   |
| 3.37                                                                                | Material Misstatements and Omissions         |   |
|                                                                                |                                         |   |
| ARTICLE 4. REPRESENTATIONS AND  WARRANTIES OF PARENT, CRDE AND ACQUISITION CO. |                                         |
| 4.1                                                                                 | Organization                                 |   |
| 4.2                                                                                 | Authority                                    |   |
| 4.3                                                                                 | Litigation                                   |   |
| 4.4                                                                                 | Reports and Financial Statements             |   |
| 4.5                                                                                 | Brokers                                      |   |
| 4.6                                                                                 | Due Diligence                                |   |
|                                                                                |                                         |   |
| ARTICLE 5. REPRESENTATIONS AND  WARRANTIES OF THE SHAREHOLDER PARTIES          |                                         |
| 5.1                                                                                 | Requisite Power and Authority                |   |
| 5.2                                                                                 | Investment Representations                   |   |
| 5.3                                                                                 | Transfer Restrictions                        |   |
| 5.4                                                                                 | Market Standoff                              |   |
|                                                                                |                                         |   |
| ARTICLE 6. ADDITIONAL AGREEMENTS                                               |                                         |
| 6.1                                                                                 | Access to Information                        |   |
| 6.2                                                                                 | Public Announcements; Company Literature     |   |
| 6.3                                                                                 | Fees and Expenses                            |   |
| 6.4                                                                                 | Confidentiality                              |   |
| 6.5                                                                                 | Future Access to Books and Records           |   |
|                                                                                |                                         |   |
| ARTICLE 7. INTENTIONALLY DELETED                                               |                                         |
|                                                                                |                                         |   |
| ARTICLE 8. INTENTIONALLY DELETED                                               |                                         |
|                                                                                |                                         |   |
| ARTICLE 9. ACTIONS BY THE PARTIES  AFTER THE CLOSING                           |                                         |
| 9.1                                                                                 | Survival of Representations, Warranties, Etc |   |
| 9.2                                                                                 | Indemnification.                             |   |
| 9.3                                                                                 | Partnership Agreements                       |   |
| 9.4                                                                                 | Non-Exclusivity                              |   |
|                                                                                |                                         |   |
| ARTICLE 10. ARBITRATION                                                        |                                         |
| 10.1                                                                                | Arbitration                                  |   |

 

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| ARTICLE 11. MISCELLANEOUS |                                        |
|--------------------------------|---------------------------------------------|
| 11.1                           | Further Assurances                          |   |
| 11.2                           | Notices                                     |   |
| 11.3                           | Entire Agreement                            |   |
| 11.4                           | Waiver                                      |   |
| 11.5                           | Amendment                                   |   |
| 11.6                           | No Third Party Beneficiary                  |   |
| 11.7                           | No Assignment; Binding Effect               |   |
| 11.8                           | Headings                                    |   |
| 11.9                           | Severability                                |   |
| 11.10                          | Governing Law                               |   |
| 11.11                          | Consent to Jurisdiction and Forum Selection |   |
| 11.12                          | Construction                                |   |
| 11.13                          | Counterparts                                |   |
| 11.14                          | Attorney’s Fees                        |   |

 

EXHIBITS ANDSCHEDULES

 
| **Exhibits**        | ** ** | ** **                                                          |
|---------------------|------------|---------------------------------------------------------------------|
| Exhibit A      | –     | Form of Assignment of Partnership  Interests                   |
| Exhibit B      | –     | Amendment to Certificate of Limited  Partnership – Prime Staff |
| Exhibit C      | –     | Amendment to Certificate of Limited Partnership  – MMSO        |
| Exhibit D      | –     | Non-Competition and Non-Solicitation  Agreement                     |
| Exhibit E      | –     | Prime Staff Certificate                                             |
| Exhibit F      | –     | MMSO Certificate                                                    |
| Exhibit G      | –     | Release                                                             |
| Exhibit H      | –     | Services Agreement                                                  |
| Exhibit I      | –     | Licensing Agreement                                                 |
| Schedule 2.1   | –     | Excluded Assets                                                     |
| Schedule 2.4   | –     | Included Assets                                                     |
| Disclosure Schedule |

 

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**EQUITY PURCHASEAGREEMENT**

 

This Equity Purchase Agreement (this “Agreement”) is made and enteredinto as of May 4, 2005, by and among Crdentia Corp., a Delawarecorporation (“Parent”), CRDE Corp., a Delaware corporation and wholly-ownedsubsidiary of Parent (“CRDE”), GHS Acquisition Corporation, a Delaware corporationand wholly-owned subsidiary of CRDE (“Acquisition Co.”), Prime Staff, Inc.,a Delaware corporation (“PSI”), Prime Staff GP, LLC, a Delaware limitedliability company (“PSGP”), PrimeCaid Management, Inc., a Texascorporation and sole owner of PSI and PSGP (“PrimeCaid”), Mint Medical, LLC, aDelaware limited liability company (“MM”), Mint Medical GP, LLC, a Delawarelimited liability company (“MMGP”),  MintManagement, Inc., a Texas corporation and sole owner of MM and MMGP (“MMI”)and Tony M. Brown, the sole owner of each of PrimeCaid and MMI (the “Shareholder”).  For purposes of this Agreement, PSI, PSGP, MMand MMGP are sometimes referred to herein as the “Selling Entities,” PrimeCaidand MMI are sometimes referred to herein as the “Parent Entities” and theSelling Entities, Parent Entities and the Shareholder are sometimes referred toherein as the “Shareholder Parties” (or individually as a “Shareholder Party”).

 

**WHEREAS,** PSI andPSGP are the sole limited partner and sole general partner, respectively, ofPrime Staff, LP, a Texas limited partnership (“Prime Staff”); and

 

**WHEREAS,** MM and MMGPare the sole limited partner and sole general partner, respectively, of MintMedical Staffing Odessa, LP, a Texas limited partnership (“MMSO”); and

 

**WHEREAS,** Prime Staffand MMSO are sometimes referred to herein as the “Target Companies”; and

 

**WHEREAS,** the SellingEntities desire to sell all of their partnership interests in each of PrimeStaff and MMSO to Acquisition Co.; and

 

**WHEREAS,**the ParentEntities and the Shareholder have approved the sale transaction and othertransactions contemplated by this Agreement.

 

**NOW, THEREFORE**, inconsideration of the premises and the mutual covenants and promises containedherein, and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties hereto agree asfollows:

 

**ARTICLE 1.DEFINITIONS**

 

**1.1****                               DefinedTerms**.  As used in thisAgreement, the following defined terms have the meanings indicated below:

 

“Actions or Proceedings” means any action, suit, proceeding,arbitration, Order, inquiry, hearing, assessment with respect to fines orpenalties or litigation (whether civil, criminal, administrative, investigativeor informal) commenced, brought, conducted or heard by or before, or otherwiseinvolving, any Governmental or Regulatory Authority.

 

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“Administrative Employees” means all remaining PrimeCaid and/orTarget Companies employees that operate and work either as staffingcoordinators, weekend and night coordinators, accounting support personnel andcredentialing personnel which are necessary to support and operate the TargetCompanies.

 

“Affiliate” means, with respect to any Person, a Family Memberor another Person that directly, or indirectly through one or moreintermediaries, controls, is controlled by or is under common control with suchPerson.

 

“Agreement” has the meanings set forth in the first paragraph ofthis Agreement.

 

“Assets and Properties” and “Assets or Properties” of anyPerson each means all assets and properties of every kind, nature, characterand description (whether real, personal or mixed, whether tangible orintangible, whether absolute, accrued, contingent, fixed or otherwise andwherever situated), including the goodwill related thereto, operated, owned orleased by such Person, including, without limitation, cash, cash equivalents,accounts and notes receivable, chattel paper, documents, instruments, generalintangibles, real estate, equipment, inventory, goods and IntellectualProperty.

 

“Benefit Plan” means any Plan established, arranged ormaintained by the Selling Entities, the Target Companies or any corporate groupof which the Selling Entities, the Target Companies or any of them is or was amember, existing at the Closing Date or prior thereto, to which the SellingEntities, the Target Companies or any of them contributes or has contributed,or under which any employee, manager, officer, director, former employee, manager,officer, director or partner of the Selling Entities, the Target Companies orany beneficiary thereof is covered, is eligible for coverage or has benefitrights.

 

“Books and Records” of any Person means all files, documents,instruments, papers, books, computer files (including but not limited to filesstored on a computer’s hard drive or on floppy disks), electronic files andrecords in any other medium relating to the business, operations, accountingpractices or condition of such Person.

 

“Business Day” means a day other than Saturday, Sunday or anyday on which banks located in the State of Texas are authorized or obligated toclose.

 

“Business of Target Companies” means the per diem nurse staffingbusiness conducted prior to the date hereof by Prime Staff and/or MMSO and theirrespective subsidiaries, if any, including all operational, management,financial and contractual elements included therein.

 

“Cash Consideration” has the meaning set forth in Section 2.2(i).

 

“Closing” has the meaning set forth in Section 2.5(a).

 

“Closing Date” has the meaning set forth in Section 2.5(a).

 

“Code” means the Internal Revenue Code of 1986, as amended.

 

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“Consent” means any approval, consent, ratification, waiver, orother authorization (including any Governmental Authorization).

 

“Contemplated Transactions” means all of the transactionscontemplated by this Agreement, including, without limitation:  (a) the sale of all of the general andlimited partnership interests in Prime Staff and MMSO; (b) the execution,delivery, and performance of the Non-Competition Agreement and the Release; (c) theperformance by Parent, CRDE, Acquisition Co., the Selling Entities, the ParentEntities and the Shareholder of their respective covenants and obligationsunder this Agreement; and (d) the acquisition and ownership of all thegeneral and limited partnership interests in Prime Staff and MMSO and exerciseof control over Prime Staff and MMSO by Parent, CRDE and Acquisition Co.

 

“Contract” means any agreement, contract, obligation, promise,or undertaking (whether written or oral and whether express or implied) that islegally binding.

 

“Copyrights” has the meaning set forth in the definition of “IntellectualProperty.”

 

“CRDE” has the meaning set forth in the first paragraph of thisAgreement.

 

“Damages” has the meaning set forth in Section 9.2(a).

 

“Defined Benefit Plan” means each Benefit Plan which is subjectto Part 3 of Title I of ERISA, Section 412 of the Code or Title IV ofERISA.

 

“Disclosure Schedule” means the disclosure schedule attachedhereto which sets forth the exceptions to the representations and warrantiescontained in Article III hereof and certain other information called forby this Agreement.

 

“Encumbrances” means any mortgage, pledge, assessment, securityinterest, deed of trust, lease, lien, adverse claim, equitable interest, levy,charge, community property interest, right of first refusal or otherencumbrance of any kind, or any conditional sale or title retention agreementor other agreement to give any of the foregoing in the future.

 

“Equity Interests” means, collectively, all of the generalpartnership interests and the limited partnership interests of Prime Staff andMMSO.

 

“ERISA” means the Employee Retirement Income Security Act of1974, as amended, and the rules and regulations promulgated thereunder.

 

“ERISA Affiliate” means any entity which is a member of a “controlledgroup of corporations” or which is or was under “common control” with the SellingEntities, Prime Staff or MMSO, as such terms are defined in Section 414 ofthe Code.

 

“Exchange Act” means the Securities Exchange Act of 1934, asamended.

 

“Family Member” of an individual Person means (i) theindividual’s spouse and former spouses, (ii) any other natural person whois related to the individual or the individual’s spouse within the seconddegree, and (iii) any other natural person who resides with suchindividual.

 

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“Field Employees” means those employees of the Selling Partieswhich would include all current and active nurses, certified nurse assistants,operating room personnel and the like which are necessary to support andoperate the Target Companies.

 

“Financial Statements” means the balance sheets and incomestatements of each of Prime Staff and MMSO as of December 31, 2003 and December 31,2004, and where the context requires, includes the Interim Financial Statements.

 

“GAAP” means United States generally accepted accountingprinciples, as currently in effect, applied on a basis consistent with thebasis on which Parent’s audited financial statements are prepared.

 

“Governmental Authorization” means any approval, consent,license, permit, waiver, or other authorization issued, granted, given orotherwise made available by or under the authority of any Governmental orRegulatory Authority or pursuant to any Legal Requirement.

 

“Governmental or Regulatory Authority” means any court,tribunal, arbitrator, authority, agency, commission, official or otherinstrumentality of the United States or other country, any state, county, cityor other political subdivision.

 

“Intellectual Property” means (i) trademarks, servicemarks, trade dress, logos, trade names and corporate names, together with alltranslations, adaptations, derivations and combinations thereof and includingall goodwill associated therewith, and all applications, registrations andrenewals in connection therewith (collectively, “Trademarks”), (ii) tradesecrets and confidential business information (including without limitation,know-how, customer lists, current and anticipated customer requirements, pricelists, market studies, business plans), however documented; (iii) proprietarycomputer software and programs (including object code and source code) andother proprietary rights and copies and tangible embodiments thereof (inwhatever form or medium); (iv) database technologies, systems, structuresand architectures (and related processes, formulae, compositions, improvements,devices, know-how, inventions, discoveries, concepts, ideas, designs, methodsand information) and any other related information, however, documented; (v) anyand all information concerning the business and affairs of a Person (whichincludes historical financial statements, financial projections and budgets,historical and projected sales, capital spending budgets and plans, the namesand backgrounds of key personnel and personnel training and techniques andmaterials), however documented; (vi) any and all notes, analysis,compilations, studies, summaries, and other material prepared by or for aPerson containing or based, in whole or in part, on any information included inthe foregoing, however documented; and (vii) any similar or equivalentrights to any of the foregoing.

 

“Interim Financial Statements” means the balance sheets andincome statements of each of Prime Staff and MMSO as of February 28, 2005.

 

“Key Employees” means employees of PrimeCaid named herein: BenJeffries, Aymee Davis, Delia Cisneros, Terry M. Brown and Arlene Pradon each ofwhom is necessary to support and operate the Target Companies.

 

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“Knowledge of the Parent” or “Known to the Parent” meansthe knowledge of any officer or director of the Parent, CRDE and Acquisition Co.  An officer or director of Parent CRDE andAcquisition Co. will be deemed to have Knowledge of a particular fact or othermatter if: (i) such individual is actually aware of such fact or othermatter; or (ii) a prudent individual could be expected to discover orotherwise become aware of such fact or other matter in the course of conductinga reasonably comprehensive investigation concerning the existence of such factor other matter.

 

“Knowledge of the Sellers” or “Known to the Sellers”means the knowledge of (i) any officer, director or shareholder of eitherof the Parent Entities, (ii) any manager, member or officer of the SellingEntities, (iii) any partner or Key Employee of Prime Staff or MMSO and (iv) theShareholder.  Any such Person will bedeemed to have Knowledge of a particular fact or other matter if:  (i) such Person is actually aware ofsuch fact or other matter; or (ii) a prudent Person could be expected todiscover or otherwise become aware of such fact or other matter in the courseof conducting a reasonably comprehensive investigation concerning the existenceof such fact or other matter.

 

“Legal Requirement” means any federal, state, local, municipal,foreign, international, multinational, or other administrative order,constitution, law, ordinance, principle of common law, regulation, statute ortreaty.

 

“Material Adverse Effect” means, for any Person, a materialadverse effect whether individually or in the aggregate (a) on thebusiness, operations, financial condition, Assets and Properties, liabilitiesor prospects of such Person, or (b) on the ability of such Person toconsummate the transactions contemplated hereby.

 

“Non-Competition Agreement” has the meaning set forth in Section 2.5(b)(iv).

 

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

 

“Ordinary Course of Business” means the action of a Person thatis (i) consistent with the past practices of such Person and is taken inthe ordinary course of the normal day-to-day operations of such Person; (ii) notrequired to be authorized by the partners of the Target Companies or the boardof directors of their respective general partner; and (iii) similar innature and magnitude to actions customarily taken, without the action of the partnersof the Target Companies or the board of directors of each such general partner orsimilar body, in the ordinary course of the normal day-to-day operations ofother Persons that are in the same line of business as the Target Companies.

 

“OTCBB” shall mean the regulated quotation service known as theOTC Bulletin Board.

 

“Parent” has the meaning set forth in the first paragraph ofthis Agreement.

 

“Parent Common Stock” means the shares of common stock ofParent, $0.0001 par value.

 

“Parent Common Stock Value” has the meaning set forth in Section 2.2(ii).

 

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“Parent Group” has the meaning set forth in Section 9.2(a).

 

“Parent SEC Documents” means each form, report, schedule,statement and other document filed by the Parent through the date of thisAgreement under the Exchange Act or the Securities Act, including any amendmentto such document.

 

“Permits” means all licenses, permits, certificates ofauthority, authorizations, approvals, registrations and similar consentsgranted or issued by any Governmental or Regulatory Authority.

 

“Permitted Encumbrance” means (a) any Encumbrance for taxesnot yet due or delinquent or being contested in good faith by appropriateproceedings for which adequate reserves have been established in accordancewith GAAP or (b) any minor imperfection of title or similar Encumbrancewhich individually or in the aggregate with other such Encumbrances does not materiallyimpair the value of the property subject to such Encumbrance or the use of suchproperty in the conduct of the business of the Target Companies.

 

“Person” means any natural person, corporation, generalpartnership, limited partnership, limited liability company, proprietorship,other business organization, trust, union, association or Governmental orRegulatory Authority.

 

“Plan” means any bonus, incentive compensation, deferredcompensation, pension, profit sharing, retirement, stock purchase, stockoption, stock ownership, stock appreciation rights, phantom stock, leave ofabsence, layoff, vacation, day or dependent care, legal services, cafeteria,life, health, accident, disability, workers’ compensation or other insurance,severance, separation or other employee benefit plan, practice, policy orarrangement of any kind, whether written or oral, including, but not limitedto, any “employee benefit plan” within the meaning of Section 3(3) ofERISA.

 

“Qualified Plan” means each Benefit Plan which is intended toqualify under Section 401 of the Code.

 

“Real Property” has the meaning set forth in Section 3.3.

 

“Release” has the meaning set forth in Section 2.5(b)(vii).

 

“SEC” shall mean the Securities & Exchange Commissionof the United States.

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Stock Consideration” has the meaning set forth in Section 2.2(ii).

 

“Stock Consideration Value” has the meaning set forth in Section 2.2(ii).

 

“Tax” (and, with correlative meaning, “Taxes,” “Taxable” and “Taxing”)means (i) any federal, state, local or foreign income, alternative oradd-on minimum tax, gross income, gross receipts, sales, use, ad valorem,transfer, franchise, profits, license, withholding, payroll, employment,excise, severance, stamp, occupation, premium, property, environmental or 

 

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windfall profit tax, custom, duty or othertax, governmental fee or other like assessment or charge of any kindwhatsoever, together with any interest or any penalty, addition to tax oradditional amount imposed by any Governmental or Regulatory Authorityresponsible for the imposition of any such tax (domestic or foreign), (ii) anyliability for payment of any amounts of the type described in (i) as aresult of being a member of an affiliated, consolidated, combined, unitary orother group for any Taxable period and (iii) any liability for the paymentof any amounts of the type described in (i) or (ii) as a result ofany express or implied obligation to indemnify any other Person.

 

“Tax Return” means any return, report, information return, schedule orother document (including any related or supporting information) filed orrequired to be filed with respect to any taxing authority with respect toTaxes.

 

“Third Party Expenses” has the meaning set forth in Section 6.3.

 

“Threatened” means a claim, an Action or Proceeding, dispute,action or other matter will be deemed to have been “Threatened” if any demandor statement has been made (orally or in writing) or any notice has been given(orally or in writing), or if any other event has occurred or any other materialcircumstances exist that would lead a prudent Person to conclude that such aclaim, proceeding, dispute, action, or other matter is likely to be asserted,commenced, taken, or otherwise pursued in the future.

 

“Trademarks” has the meaning set forth in the definition of “IntellectualProperty.”

 

**1.2****                               Constructionof Certain Terms and Phrases**. Unless the context of this Agreement otherwise requires, (a) wordsof any gender include each other gender; (b) words using the singular orplural number also include the plural or singular number, respectively; (c) theterms “hereof,” “herein,” “hereby” and derivative or similar words refer tothis entire Agreement; (d) the terms “Article” or “Section” refer to thespecified Article or Section of this Agreement; (e) the term “or”has, except where otherwise indicated, the inclusive meaning represented by thephrase “and/or;” and (f) ”including” means “including without limitation.”  Whenever this Agreement refers to a number ofdays, such number shall refer to calendar days unless Business Days arespecified.  All accounting terms usedherein and not expressly defined herein shall have the meanings given to themunder GAAP.

 

**ARTICLE 2.PURCHASE OF EQUITY INTERESTS**

 

**2.1****                               ThePurchase**.  Upon the terms andconditions of this Agreement, the Selling Entities hereby sell to: (a) AcquisitionCo. and Acquisition Co. hereby purchases from the Selling Entities, all of theEquity Interests owned by PSI and MM which represent one hundred percent (100%)of the issued and outstanding equity in each of Prime Staff and MMSO owned byeach of PSI and MM; and (b) CRDE and CRDE hereby purchases from theSelling Entities, all of the Equity Interests owned by PSGP and MMGP whichrepresent one hundred percent (100%) of the issued and outstanding equity ineach of Prime Staff and MMSO owned by each of PSGP and MMGP: it being thespecific intent of the parties that as part of such acquisition, CRDE andAcquisition Co. have become beneficial owners of all of the customer contracts and

 

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all related records (whether ornot listed on Schedule 2.4 attached hereto) of the Target Companiesthrough their respective ownership of the Target Companies. Notwithstandinganything anywhere in this Agreement to the contrary, Selling Entities are notselling to Acquisition Co. the Excluded Assets listed on Schedule 2.1attached hereto. The Selling Entities hereby grants to Parent, CRDE andAcquisition Co. a non-exclusive irrevocable (during the license period oftwelve (12) months) license to use the names “Prime Staff” and “Mint MedicalStaffing” for a period of one (1) year beginning with the Closing Date.

 

**2.2****                               PurchasePrice**.  The Purchase Price(herein so called) for the Equity Interests to be purchased by Acquisition Co. is$500,000 and shall be paid on the Closing Date as follows:

 

(i)                                     CashConsideration.  $150,000 shall bepaid in cash (the “Cash Consideration”) to the Selling Entities (in accordancewith Section 2.3), by wire transfer or cashier’s checks drawn upon afederally insured lending institution on the Closing Date; and

 

(ii)                                  StockConsideration.  $350,000 (the “StockConsideration Value”) shall be paid in Parent Common Stock to the SellingEntities (in accordance with Section 2.3). The number of shares of ParentCommon Stock which shall be issued to the Selling Entities in the aggregateshall be equal to the quotient obtained by dividing (A) the StockConsideration Value by (B) the Parent Common Stock Value.  For purposes of this Agreement, the “ParentCommon Stock Value” shall mean the average of the closing prices of the ParentCommon Stock as reported on the OTCBB or other stock exchange or quotationsystem for the last fifteen (15) trading days ending two (2) days prior tothe date of issuance of Parent Common Stock pursuant to this Section 2.2(ii).  For purposes of this Agreement, the “StockConsideration” shall mean the aggregate number of shares of Parent Common Stockissuable on the Closing Date in accordance with this Section 2.2(ii).

 

**2.3****                               PurchasePrice Distribution**.  Allocationsof the Purchase Price at Closing will be divided amongst the Selling Entities asfollows:

 

### (a)                                  Cash Consideration:

###  

| (i)    |   | MM     |   | $39,000;       |   |
|--------|--------|--------|--------|----------------|--------|
|   |   |   |   |           |   |
| (ii)   |   | MMGP   |   | $1,000;        |   |
|   |   |   |   |           |   |
| (iii)  |   | PSI    |   | $109,000;  and |   |
|   |   |   |   |           |   |
| (iv)   |   | PSGP   |   | $1,000.        |   |

######  

### (b)                                 Stock Consideration Value:

###  

| (i)    |   | MM     |   | $90,000; and |   |
|--------|--------|--------|--------|--------------|--------|
|   |   |   |   |         |   |
| (ii)   |   | PSI    |   | $260,000.    |   |

######  

**2.4****                               BalanceSheet Items**.  The parties herebyagree and acknowledge that: (a) the Shareholder Parties: (i) are entitledto retain all of the cash and Accounts Receivables accumulated or with respectto which the necessary time-cards have been submitted (regardless of when theunderlying services may have been performed) as of May 6, 2005, 6:00 p.m.

 

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standard Houston, Texas time (the“Cutoff”); (ii) shall be responsible for the timely payment (on or beforethe due date) of all of the Accounts Payable incurred (whether or not recorded)as of the Cutoff; (iii) shall be responsible for all the payroll withrespect to which the necessary time-cards have been submitted (regardless ofwhen the underlying services may have been performed) on or before the Cutoff; (iv) shall,prior to the Closing Date, obtain a full and complete release of all liens andencumbrances (including without limitation any line of credit with Omni Bank)in any way encumbering the assets of Target Companies; (v) shall cause theelimination and removal of all related-party transaction (whether assets orliabilities) from the Financial Statements as of the Closing Date; (vi) shallensure that the only assets remaining on the Financial Statements as of theClosing Date are those specifically identified and listed on Schedule 2.4attached hereto; and (vii) shall ensure that there are no liabilities ofany nature whatsoever remaining on the Financial Statements as of the ClosingDate; (b) Parent, CRDE and Acquisition Co. shall be: (i) entitled toall Accounts Receivable accruing after the Cutoff or with respect to which thenecessary time-cards have been submitted (regardless of when the underlyingservices may have been performed) after the Cutoff; (ii) shall beresponsible for the timely payment of all of the Accounts Payable incurred afterthe Closing Date; and (iii) shall be responsible for all the payroll withrespect to which the necessary time-cards have been submitted (regardless ofwhen the underlying services may have been performed) after the Cutoff. Toensure the proper execution of receipt of Accounts Receivable and payment ofAccounts Payable by the appropriate party as provided herein, the parties agreeto cooperate in good-faith and conduct an accounting of any Accounts Receivablewith respect to which the necessary time-cards have been submitted (regardlessof when the underlying services may have been performed) prior to the Cutoff andAccounts Payable incurred prior to the Closing Date until all such Accounts Receivableand Accounts Payable are finally received or satisfied. Initially, there willbe an accounting on May 31, 2005 and thereafter on the last day of eachsubsequent month to accomplish the purposes of this Section 2.4. Withinseven (7) calendar days of any accounting referenced herein, each partyagrees to turn over to the other party any payments of any Accounts Receivablereceived by such party belonging to the other party.

 

**2.5****                               Closing.**

 

(a)                                  Timeand Place.  The consummation of the purchaseand sale under this Agreement (the “Closing”) shall take place at the officesof Kane, Russell, Coleman & Logan, P.C., 1601 Elm Street, Suite 3700,Dallas, Texas 75201, at 10:00 a.m. on May 4, 2005 (the “Closing Date”).

 

(b)                                 ClosingDeliveries by the Shareholder Parties. At the Closing, the Shareholder Parties, as appropriate, shall havedelivered or caused to be delivered to Parent and/or Acquisition Co., as the casemay be:

 

###### (i)                                     Assignmentof Partnership Interests from each of Selling Parties relating to the generalpartnership interests and the limited partnership interests in each of PrimeStaff and MMSO, each substantially in the form of Exhibit A (each,an “Assignment”);

######  

###### (ii)                                  anAmended and Restated Certificate of Limited Partnership reflecting thewithdrawal of the existing general partner and the substitution of the newgeneral partner for Prime Staff, substantially in the form attached hereto as Exhibit B;

 

9

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###### (iii)                               anAmended and Restated Certificate of Limited Partnership reflecting thewithdrawal of the existing general partner and the substitution of the newgeneral partner for MMSO, substantially in the form attached hereto as Exhibit C;

######  

###### (iv)                              theNon-Competition and Non-Solicitation Agreement by and between Parent and theShareholder, substantially in the form of Exhibit D (the “Non-CompetitionAgreement”), duly executed by such parties;

######  

###### (v)                                 acertificate of each of the Selling Entities of Prime Staff substantially in theform of Exhibit E attached hereto, certifying as of the ClosingDate (A) a true and complete copy of the organizational documents of PrimeStaff certified as of a recent date by the Secretary of State of Texas, (B) atrue and complete copy of the resolutions of the governing body of each suchSelling Entity, each authorizing the execution, delivery and performance ofthis Agreement by each such Selling Entity and the consummation of the transactionscontemplated hereby and (C) incumbency matters;

######  

###### (vi)                              acertificate of each of the Selling Entities of MMSO substantially in the formof Exhibit F attached hereto, certifying as of the Closing Date (A) atrue and complete copy of the organizational documents of MMSO certified as ofa recent date by the Secretary of State of Texas, (B) a true and completecopy of the resolutions of the governing body of each such Selling Entities eachauthorizing the execution, delivery and performance of this Agreement by eachsuch Selling Entity and the consummation of the transactions contemplatedhereby and (C) incumbency matters;

######  

###### (vii)                           aRelease by each of the Selling Entities, the Parent Entities and the Shareholder,substantially in the form of Exhibit G attached hereto (the “Release”);

######  

###### (viii)                        anOffice Sublease (not to exceed nine (9) months at the election of Parent) relatingto the premises where Books and Records of the Target Companies are currently kept,such lease to be in a form satisfactory to the Parent (the “Office Sublease”)duly executed by the owner of such premises.

######  

###### (ix)                                aServices Agreement between PrimeCaid and Parent in the form attached hereto as Exhibit H;

######  

###### (x)                                   aLicensing Agreement in the form attached hereto as Exhibit I;

######  

###### (xi)                                suchdocuments as may be required by Parent’s senior secured lender to be executedin connection with the Contemplated Transactions; and

######  

###### (xii)                             suchother documents as Parent may reasonably request for the purpose offacilitating the consummation of the Contemplated Transactions.

######  

(c)                                  ClosingDeliveries By Parent.  At theClosing, Parent and/or Acquisition Co., as the case may be, shall havedelivered or caused to be delivered to the Selling Entities, as the case maybe:

 

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###### (i)                                     theOffice Sublease duly executed by each of the Target Companies, as appropriate;and

######  

###### (ii)                                  theStock Consideration and Cash Consideration for each Selling Entity inaccordance with the provisions of Section 2.3.

######  

**2.6****                               Exemptionfrom Registration**.  The issuanceof the Parent Common Stock issuable as Stock Consideration will be exempt fromregistration requirements of the Securities Act pursuant to the privateplacement exemption provided by Rule 505 and/or 506 of Regulation Dpromulgated under the Securities Act and/or Section 4(2) ofthe Securities Act, and applicable state securities laws.

 

**2.7****                               MedicalMalpractice Claims**.  Partieshereby agree that: (a) any medical malpractice claim which may be assertedagainst any of the Target Companies after Closing Date which claim accrued onor after February 2, 2004 shall be the responsibility of Parent; and (b) anymedical malpractice claim (regardless of when brought) accruing before February 2,2004 shall be the responsibility of the Shareholder Parties.  The indemnity obligations of the parties setforth in Section 9.2 shall specifically apply to parties’ obligation underthis Section 2.7.

 

**2.8****                               TerryM. Brown**.  Parent herebyspecifically acknowledges that in the event the employment of Terry M. Brown (anAffiliate of the Shareholder) with the Target Companies is terminated withoutcause after the Closing Date by the applicable Target Company, notwithstandingany provision to the contrary herein, Terry M. Brown shall be free to seekemployment with any of the Shareholder Parties without causing a breach of thisAgreement.

 

**ARTICLE 3.REPRESENTATIONS AND WARRANTIESOF THE SHAREHOLDER PARTIES**

 

The Shareholder Parties, jointly and severally, represent and warrantto Parent., CRDE and Acquisition Co. as of the date hereof and as of theClosing Date, except as set forth on the Disclosure Schedule furnished toParent specifically identifying the relevant subparagraph hereof, whichexceptions shall be deemed to be representations and warranties as if madehereunder, as follows:

 

**3.1****                               Organization**.  Each of Prime Staff and MMSO is a limitedpartnership duly organized, validly existing, and in good standing under thelaws of the State of Texas.  Each ofPrime Staff and MMSO is duly authorized to conduct business and is in goodstanding in Texas and each jurisdiction where such qualification is requiredexcept for any jurisdiction where failure so to qualify would not have aMaterial Adverse Effect upon either of Prime Staff and MMSO.  Each of Prime Staff and MMSO has full powerand authority, and holds all Permits and authorizations necessary to carry onits business and to own and use the Assets and Properties owned and used by eachof Prime Staff and MMSO except where the failure to have such power andauthority or to hold such Permit or authorization would not have a MaterialAdverse Effect on either of Prime Staff and MMSO.  Each of Prime Staff and MMSO has delivered toParent correct and complete copies of its partnership agreements andorganizational documents, each as amended to date.

 

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**3.2****                               Equityof Prime Staff/MMSO**.

 

### (a)                                  Section 3.2(a) of the Disclosure Schedule setsforth a complete and accurate list specifying the equity of each of Prime Staffand MMSO and the owners thereof.

###  

### (b)                                 There are no subscriptions,options, warrants, calls, commitments and other rights of any kind for thepurchase or acquisition of, and any securities convertible or exchangeable for,any equity in either Prime Staff or MMSO.

###  

### (c)                                  There are no agreements to whichany of Prime Staff, MMSO or any of the Selling Parties is a party or by which anyis bound with respect to the voting (including voting trusts or proxies),registration under the Securities Act, or sale or transfer (including agreementsrelating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along”rights) of any securities, interests or equity of either Prime Staff or MMSO.  To the Knowledge of the Sellers, there are noagreements among other parties, to which Prime Staff and MMSO are not a partyand by which they are not bound, with respect to the voting (including votingtrusts or proxies) or sale or transfer (including agreements relating to rightsof first refusal, co-sale rights or “drag-along” rights) of any securities,interests or equity of either Prime Staff or MMSO.

###  

**3.3****                               Authority**.  Each of Shareholder Parties has all necessarypower and authority and has taken all action necessary to enter into thisAgreement, to consummate the transactions contemplated hereby and to performits obligations hereunder and no other proceedings on the part of any of the ShareholderParties are necessary to authorize this Agreement or to consummate thetransactions contemplated hereby.  ThisAgreement has been duly and validly executed and delivered by each of theShareholder Parties and constitutes a legal, valid and binding obligation of eachof the Shareholder Parties enforceable against each of the Shareholder Parties inaccordance with its terms except (i) as limited by applicable bankruptcy,insolvency, reorganization, moratorium and other laws of general applicationaffecting enforcement of creditors’ rights generally and (ii) as limitedby laws relating to the availability of specific performance, injunctive reliefor other equitable remedies.

 

**3.4****                               NoAffiliates**.  Neither Prime Staff norMMSO has any Affiliates (other than the Shareholder Parties) or subsidiariesand neither is a partner in any partnership or a party to any joint ventureother than as set forth in Section 3.4 of the Disclosure Schedule.

 

**3.5****                               NoConflicts**.  The execution anddelivery by each of the Shareholder Parties of this Agreement does not, and theperformance by each of the Shareholder Parties of its obligations under thisAgreement and the consummation of the transactions contemplated hereby willnot:

 

### (a)                                  conflict with or result in aviolation or breach of any of the terms, conditions or provisions of thecharter documents, limited partnership agreement, limited liability companyagreement, bylaws or other organizational documents of any of the ShareholderParties or the Target Companies;

###  

### (b)                                 conflict with or result in aviolation or breach of, or give any Governmental or Regulatory Authority theright to revoke, withdraw, suspend, cancel, termination or modify any term orprovision of any law, Order, Permit, statute, rule or regulation 

 

12

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### applicable to either of Prime Staff and MMSOor the business or Assets or Properties of either Prime Staff or MMSO;

###  

### (c)                                  result in a breach of, ordefault under (or give rise to right of termination, modification, cancellationor acceleration) under any of the terms, conditions or provisions of any Contract,note, bond, mortgage, indenture, license, agreement, lease or other similarinstrument or obligation to which either Prime Staff or MMSO or any of their Assetsand Properties may be bound, except for such breaches or defaults as set forthin Section 3.5(c) of the Disclosure Schedule as to whichrequisite waivers or consents will have been obtained by the Closing Date;

###  

### (d)                                 cause any of the Assets orProperties of either Prime Staff or MMSO to be reassessed or revalued by anytaxing authority or any Governmental or Regulatory Authority;

###  

### (e)                                  result in an imposition orcreation of any Encumbrance or Tax on the business or Assets or Properties of eitherPrime Staff or MMSO.

###  

**3.6****                               Consentsand Governmental Approvals and Filings**. No consent, approval or action of, filing with or notice to anyGovernmental or Regulatory Authority on the part of any of the ShareholderParties or the Target Companies is required in connection with the execution,delivery and performance of this Agreement or the consummation of thetransactions contemplated hereby.

 

**3.7****                               Booksand Records**.  The books and otherpartnership records of each of Prime Staff and MMSO as made available to Parentcontain a true and complete record of all actions taken at all meetings and byall written consents in lieu of meetings of the partners thereof.  Each of Prime Staff and MMSO has delivered ormade available true and complete copies of each document which has beenrequested by Parent or its counsel in connection with their legal andaccounting review of each of Prime Staff and MMSO.  The partnership agreements and other similarrecords of each of Prime Staff and MMSO accurately reflect all issuances andrecord transfers in the equity of each of Prime Staff and MMSO.  The other Books and Records of each of PrimeStaff and MMSO are true, correct and complete, represent bonafide businesstransactions and have been maintained in accordance with sound businesspractices, including the maintenance of an adequate system of internalcontrols.

 

**3.8****                               FinancialStatements**.  Each of Prime Staffand MMSO has previously delivered to Parent the Financial Statements.  Such Financial Statements (i) are true,correct and complete in material respects, (ii) have been prepared inaccordance with the Books and Records of each of the Target Companies, asapplicable, (iii) have not been audited and have been prepared by themanagement using the income-tax basis of accounting consistently applied, and (iv) fairlypresent the financial condition and results of operations of each of PrimeStaff and MMSO as of the respective dates thereof and for the periods coveredthereby; provided that the Interim Financial Statements are subject to normalyear-end adjustments.

 

**3.9****                               Absenceof Changes**.  Except for theexecution and delivery of this Agreement and the transactions to take place pursuanthereto on or prior to the Closing Date, since February 28, 2005 there hasnot been any material adverse change, or any event or development which, 

 

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individually or together withother such events, could reasonably be expected to result in a Material AdverseEffect on either Prime Staff or MMSO.

 

**3.10****                        NoUndisclosed Liabilities**.  Exceptas fully and adequately disclosed in Section 3.10 of the DisclosureSchedule or in the Financial Statements, there are no liabilities, whetherknown or unknown, whether asserted or unasserted, whether absolute orcontingent, whether accrued or unaccrued, whether liquidated or unliquidated,and whether due or to become due, whether or not of a kind required by GAAP tobe set forth on a financial statement or on the notes thereto, including butnot limited to any liability for Taxes (the “Liabilities”), nor any basis forany claim against either Prime Staff or MMSO for any such Liabilities relatingto or affecting either Prime Staff or MMSO or any of their Assets andProperties, other than such Liabilities incurred after February 28, 2005in the Ordinary Course of Business which have not had, and could not reasonablybe expected to result in, individually or in the aggregate, a Material AdverseEffect on either Prime Staff or MMSO.  Tothe Knowledge of the Sellers there is no circumstance, condition, event orarrangement of a material nature that may hereafter give rise to any Liabilitiesof either Prime Staff or MMSO or any successor to its business except in theOrdinary Course of Business or is otherwise set forth on in Section 3.10of the Disclosure Schedule.

 

**3.11****                        TangiblePersonal Property**.  Each of PrimeStaff and MMSO, as appropriate, is in possession of and has good and marketabletitle to, or have valid leasehold interests in or valid rights under writtenagreements to use, all tangible personal property, equipment, plants,buildings, structures, facilities and all other Assets and Properties used inor reasonably necessary for the conduct of the Business of the each of PrimeStaff and MMSO, including all tangible personal property reflected on theFinancial Statements and any tangible personal property acquired since thatdate other than property disposed of since such date in the Ordinary Course ofBusiness of each of Prime Staff and MMSO. All such tangible personal property, equipment, plants, buildings,structures, facilities and all other assets and properties are listed in Section 3.11of the Disclosure Schedule and are free and clear of all Encumbrances,other than Permitted Encumbrances which have not had a Material Adverse Effecton either Prime Staff or MMSO; it being specifically understood, however, thateach such asset is being conveyed on an “as is” basis as to physical condition.

 

**3.12****                        BenefitPlans; ERISA.**

 

### (a)                                  Section 3.12(a) of the Disclosure Schedule listseach Benefit Plan together with a brief description of the type of plan andbenefit provided thereunder.  Neither PrimeStaff nor MMSO has any commitment, proposal, or communication to employeesregarding the creation of an additional Plan or any increase in benefits underany Benefit Plan.  Each of Prime Staffand MMSO has provided to Parent (i) a copy of each Benefit Plan (includingamendments) and a list of persons participating in such arrangement, (ii) thethree most recent annual reports on the Form 5500 series for each BenefitPlan required to file such report and (iii) the most recent trustee’sreport for each Benefit Plan funded through a trust.

###  

### (b)                                 Neither Prime Staff, MMSO, anERISA Affiliate or predecessor thereof has ever maintained, contributed to orbeen obligated to contribute to any Defined Benefit Plan or multiemployer plan(as defined in Section (3)(37) or 4001(a)(3) of ERISA) and nocondition 

 

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### exists that presents a material risk to anyof Prime Staff, MMSO or an ERISA Affiliate of incurring a liability under TitleIV of ERISA.

###  

### (c)                                  Each Benefit Plan has beenoperated and administered in all material respects in accordance with its termsand, as of the Closing Date, will be in full compliance, in form and operation,with all applicable laws (including but not limited to ERISA and theCode).  The reserves reflected in theCompany Financial Statements for the obligations of each of Prime Staff andMMSO, as appropriate, under all Benefit Plans are adequate and were determinedin accordance with GAAP.

###  

### (d)                                 Each Qualified Plan has receiveda determination letter from the Internal Revenue Service confirming that itqualifies under Section 401(a) of the Code and nothing has occurredsince the issuance of that letter which would adversely affect such qualifiedstatus or the plan sponsor’s ability to rely on such determination letter.

###  

### (e)                                  No Benefit Plan providesbenefits, including without limitation death or medical benefits (whether ornot insured), with respect to current or former employees of Prime Staff, MMSOor any ERISA Affiliate beyond their termination of service (other than (i) coveragemandated by applicable law, (ii) benefits under a Qualified Plan, (iii) deferredcompensation benefits accrued as liabilities on the books of Prime Staff, MMSO orany ERISA Affiliate or (iv) benefits the full cost of which is borne byany current or former employee (or his or her beneficiary)).

###  

### (f)                                    The consummation of thetransactions contemplated by this Agreement will not, either immediately orupon the occurrence of any event thereafter, (i) entitle any current orformer employee, manager, partner, officer or director of Prime Staff, MMSO orany ERISA Affiliate to severance pay, unemployment compensation or any otherpayment, or (ii) accelerate the time of payment or vesting, or increasethe amount of compensation otherwise due any such individual.

###  

### (g)                                 There are no pending or, to theKnowledge of the Sellers, anticipated or threatened claims by or on behalf ofany Benefit Plan, by any employee or beneficiary covered under any such BenefitPlan, or otherwise involving any such Benefit Plan (other than routine claimsfor benefits).

###  

**3.13****                        RealProperty**.  Neither Prime Staff norMMSO own any real property.  Section 3.13of the Disclosure Schedule contains a complete and accurate legaldescription of each parcel of real property leased by each of Prime Staff andMMSO (as lessee or lessor) (the “Real Property”) and all Encumbrances (otherthan Permitted Encumbrances) relating to or affecting the Real Property.  Each of Prime Staff and MMSO, as appropriate,has a valid leasehold interest in all real property used in or relating to theconduct of each of Prime Staff’s and MMSO’s business, free and clear of allEncumbrances other than Permitted Encumbrances. Each of Prime Staff and MMSO has rights of ingress and egress withrespect to the Real Property, and all buildings, structures, facilities,fixtures and other improvements thereon material for the operation of the Businessof each of Prime Staff and MMSO.  Eachlease with respect to the Real Property is a legal, valid and binding agreementof each of Prime Staff and MMSO, as appropriate, subsisting in full force andeffect enforceable in accordance with its terms, and 

 

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except as set forth in Section 3.13of the Disclosure Schedule, there is no, and neither Prime Staff nor MMSO hasreceived notice of any, default (or any condition or event which, after noticeor lapse of time or both, would constitute a default) thereunder.

 

**3.14****                        ProprietaryInformation of Third Parties**.  Exceptas provided in Section 3.14 of the Disclosure Schedule, no third party hasclaimed or, to the Knowledge of the Sellers, has reason to claim that anyPerson employed by or affiliated with Prime Staff or MMSO in connection withand during the operation of the Business of either Prime Staff or MMSO has (i) violatedor may be violating any of the terms or conditions of such Person’s employment,non-competition or non-disclosure agreement with such third party, (ii) disclosedor may be disclosing or utilized or may be utilizing any proprietaryinformation or documentation of such third party, or (iii) interfered ormay be interfering in the employment relationship between such third party andany of its present or former employees. No third party has requested information from Prime Staff or MMSO whichrelates to such a claim.  To theKnowledge of the Sellers, no Person employed by or affiliated with either PrimeStaff or MMSO in connection with and during the Prime Staff’s or MMSO’s ownershipand operation of its business has employed or proposes to employ any tradesecret or any information or documentation proprietary to any former employerand no Person employed by or affiliated with either Prime Staff or MMSO inconnection with and during Prime Staff’s or MMSO’s ownership and operation ofits business has violated any confidential relationship which such Person mayhave had with any third party in connection with the sale of any service orproposed service of Prime Staff or MMSO, and, to the Knowledge of the Sellers,there is no reason to believe there will be any such employment or violation.

 

**3.15****                        Compliancewith Legal Requirements; Governmental Authorizations.**

 

### (a)                                  Except as set forth in Section 3.15(a) ofthe Disclosure Schedule:

###  

###### (i)                                     eachof Prime Staff and MMSO is, and at all times since its organization has been,in full compliance with each known Legal Requirement that is or was applicableto it or to the conduct or operation of the Business of each of Prime Staff andMMSO or the ownership or use of any of its Assets and Properties;

######  

###### (ii)                                  noevent has occurred or circumstance exists that (with or without notice or lapseof time) (A) may constitute or result in a violation by Prime Staff orMMSO of, or failure on the part of Prime Staff or MMSO to comply with, anyLegal Requirement, or (B) may give rise to any obligation on the part of PrimeStaff or MMSO to undertake, or to bear all or any portion of the cost of, anyremedial action of any nature; and

######  

###### (iii)                               neitherPrime Staff nor MMSO has received any notice or other communication (whetheroral or written) from any Governmental or Regulatory Authority or any otherPerson regarding (A) any actual, alleged, possible, or potential violationof, or failure to comply with, any Legal Requirement, or (B) any actual,alleged, possible, or potential obligation on the part of either Prime Staff orMMSO to undertake, or to bear all or any portion of the cost of, any remedialaction of any nature.

 

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### (b)                                 Section 3.15(b) of the Disclosure Schedule containsa complete and accurate list of each Governmental Authorization that is held byPrime Staff or MMSO or that otherwise relates to the Business of either PrimeStaff or MMSO, or to any of the Assets and Properties owned or used by PrimeStaff or MMSO.  Each GovernmentalAuthorization listed or required to be listed in Section 3.15(b) ofthe Disclosure Schedule is valid and is in full force and effect.  Except as set forth on Section 3.15(b) ofthe Disclosure Schedule:

###  

###### (i)                                     eachof Prime Staff and MMSO is, and at all times has been, in full compliance withall of the terms and requirements of each Governmental Authorization identifiedor required to be identified in Section 3.15(b) of theDisclosure Schedule;

######  

###### (ii)                                  noevent has occurred or circumstance exists that may (with or without notice orlapse of time) (A) constitute or result directly or indirectly in aviolation of or a failure to comply with any term or requirement of anyGovernmental Authorization listed or required to be listed in Section 3.15(b) ofthe Disclosure Schedule, or (B) result directly or indirectly in therevocation, withdrawal, suspension, cancellation, or termination of, or anymodification to, any Governmental Authorization listed or required to be listedin Section 3.15(b) of the Disclosure Schedule;

######  

###### (iii)                               neitherPrime Staff nor MMSO have received any notice or other communication (whetheroral or written) from any Governmental or Regulatory Authority or any otherPerson regarding (A) any actual, alleged, possible, or potential violationof or failure to comply with any term or requirement of any GovernmentalAuthorization, or (B) any actual, proposed, possible, or potentialrevocation, withdrawal, suspension, cancellation, termination of, ormodification to any Governmental Authorization; and

######  

###### (iv)                              allapplications required to have been filed for the renewal of the GovernmentalAuthorizations listed or required to be listed in Section 3.15(b) ofthe Disclosure Schedule have been duly filed on a timely basis with theappropriate Governmental or Regulatory Authority, and all other filingsrequired to have been made with respect to such Governmental Authorizationshave been duly made on a timely basis with the appropriate Governmental orRegulatory Authority.

######  

The Governmental Authorizations listed in Section 3.15(b) ofthe Disclosure Schedule collectively constitute all of the GovernmentalAuthorizations necessary to permit each of Prime Staff and MMSO (i) tolawfully conduct and operate the Business of each of Prime Staff and MMSO inthe manner they currently conduct and operate such business and (ii) toown and use their Assets and Properties in the manner in which they currentlyown and use such Assets and Properties.

 

**3.16****                        LegalProceedings; Orders.**

 

### (a)                                  Except as set forth in Section 3.16(a) ofthe Disclosure Schedule, there is no pending Proceeding:

###  

###### (i)                                     thathas been commenced by or against Prime Staff or MMSO or that otherwise relatesto or may affect the Business of the Company or any of the Assets or Propertiesowned or used by Prime Staff or MMSO; or

 

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###### (ii)                                  thatchallenges, or that may have the effect of preventing, delaying, makingillegal, or otherwise interfering with, any of the Contemplated Transactions.

######  

To the Knowledge of the Sellers, (1) no such Proceeding has beenThreatened, and (2) no event has occurred or circumstance exists that maygive rise to or serve as a basis for the commencement of any suchProceeding.  Each of Prime Staff and MMSOhas delivered to Parent copies of all pleadings, correspondence, and otherdocuments relating to each Proceeding listed in Section 3.16 (a) ofthe Disclosure Schedule.  The Proceedingslisted in Section 3.16(a) of the Disclosure Schedule willnot have a material adverse effect on the business, operations, assets,condition, or prospects of either Prime Staff or MMSO.

 

### (b)                                 Except as set forth in Section 3.16(b) ofthe Disclosure Schedule:

###  

###### (i)                                     neitherthe Prime Staff nor MMSO is subject to any Order that relates to the Businessof Prime Staff or MMSO or any of the assets owned or used by Prime Staff orMMSO; and

######  

###### (ii)                                  noofficer, director, agent, or employee operations of either Prime Staff or MMSO issubject to any Order that prohibits such officer, director, agent, or employeefrom engaging in or continuing any conduct, activity, or practice relating tothe Business of either of Prime Staff and MMSO.

######  

### (c)                                  Except as set forth in Section 3.16(c) ofthe Disclosure Schedule:

###  

###### (i)                                     eachof Prime Staff and MMSO, as appropriate, is, and at all times has been, in fullcompliance with all of the terms and requirements of each Order to which it, orany of the Assets or Properties owned or used by either of them, is or has beensubject;

######  

###### (ii)                                  noevent has occurred or circumstance exists that may constitute or result in(with or without notice or lapse of time) a violation of or failure to complywith any term or requirement of any Order to which Prime Staff or MMSO, or anyof the Assets or Properties owned or used by Prime Staff or MMSO, is subject;and

######  

###### (iii)                               neitherPrime Staff nor MMSO has received any notice or other communication (whetheroral or written) from any Governmental or Regulatory Authority or any otherPerson regarding any actual, alleged, possible, or potential violation of, orfailure to comply with, any term or requirement of any Order to which PrimeStaff or MMSO, or any of the Assets or Properties owned or used by Prime Staffor MMSO, is or has been subject.

######  

**3.17****                        Contracts.**

 

### (a)                                  Section 3.17 of the Disclosure Schedule containsa true and complete list of each of the following contracts, agreements orother arrangements (including any oral agreement) to which Prime Staff or MMSO isa party (including those contracts that are held in the name of an Affiliate ofthe Shareholder Parties but which is intended to benefit either of the TargetCompanies) or by which any of their Assets and Properties is bound (and, to theextent oral, accurately describes the terms of such contracts, agreements andarrangements):

 

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###### (i)                                     allContracts for the provision of goods or services of Prime Staff or MMSO any ofwhich exceeds annual billing of $5,000;

######  

###### (ii)                                  allcollective bargaining or similar labor agreements;

######  

###### (iii)                               allContracts for the employment of any active employee officer, manager or otherPerson or entity on a full time, part time, consulting or other basis and allindependent contractor agreements;

######  

###### (iv)                              allloan agreements, indentures, debentures, notes or letters of credit relating tothe borrowing of money or to mortgaging, pledging or otherwise placing a lienon any material asset or material group of assets of either Prime Staff or MMSO;

######  

###### (v)                                 eachwritten warranty, guaranty, or other similar undertaking with respect tocontractual performance extended by either Prime Staff or MMSO;

######  

###### (vi)                              allleases or agreements under which Prime Staff or MMSO is lessee or lessor of, orholds, or operates, any property, real or personal, owned by any other party;

######  

###### (vii)                           allcommitments, contracts, sales contracts, purchase orders, mortgage agreementsor groups of related agreements with the same party or any group or affiliatedparties which require or may in the future require payment of any considerationby Prime Staff or MMSO;

######  

###### (viii)                        alllicense agreements, distribution agreements or any other agreements involvingany of the Intellectual Property of Prime Staff or MMSO, including agreementswith current and former employees, consultants or contractors regarding theappropriation or the non-disclosure of any such Intellectual Property;

######  

###### (ix)                                eachjoint venture partnership and other Contract (however named) involving asharing of profits, losses, costs or liabilities by Prime Staff or MMSO withany other Person;

######  

###### (x)                                   anyContract for payments to or by any Person by Prime Staff or MMSO based onsales, purchases or profits, other than direct payments for goods or services;

######  

###### (xi)                                eachpower of attorney that is currently effective and outstanding;

######  

###### (xii)                             eachContract entered into other than in the Ordinary Course of Business thatcontains or provides for an express undertaking by Prime Staff or MMSO to beresponsible for consequential damages;

######  

###### (xiii)                          eachContract for capital expenditures in excess of $10,000;

######  

###### (xiv)                         allsubscription or other agreements related to the equity ownership of Prime Staffor MMSO;

 

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###### (xv)                            allContracts or commitments that in any way restrict either Prime Staff or MMSO fromcarrying on the Business of Prime Staff or MMSO anywhere in the world;

######  

###### (xvi)                         allother Contracts and agreements that (A) involve the payment or potentialpayment in excess of $10,000 during any calendar year, pursuant to the terms ofany such Contract or agreement, by Prime Staff or MMSO and (B) cannot be terminatedwithin 30 days after giving notice of termination without resulting in any costor penalty to Prime Staff or MMSO;

######  

###### (xvii)                      allcontracts or commitments that in any way grants a third party a right of firstrefusal for the purchase of any portion of Prime Staff or MMSO or any of theirAssets or Properties; and

######  

###### (xviii)                   eachamendment, supplement, and modification (whether oral or written) in respect toany of the foregoing.

######  

### (b)                                 A correct and complete copy ofeach Contract disclosed in the Disclosure Schedule has been previouslyprovided to Parent.  Each contract,agreement or other arrangement disclosed in the Disclosure Schedule is infull force and effect and constitutes a legal, valid and binding agreement,enforceable in accordance with its terms, of Prime Staff or MMSO, asappropriate, and to the Knowledge of the Sellers, the other parties thereto;and Prime Staff or MMSO, as appropriate, have performed all of their requiredobligations under, and are not in violation or breach of or default under, anysuch contract, agreement or arrangement. To the Knowledge of the Sellers, the other parties to any such contract,agreement or arrangement are not in violation or breach of or default under anysuch contract, agreement or arrangement. To the Knowledge of the Sellers, none of the present or formeremployees, officers, directors or partners of either Prime Staff or MMSO is aparty to any oral or written contract or agreement prohibiting any of them fromfreely competing with other parties or engaging in the Business of either PrimeStaff or MMSO as now operated.  No eventhas occurred or circumstance exists that (with or without notice or the lapseof time) may contravene, conflict with, or result in a violation or breach of,or give Prime Staff, MMSO or any other Person the right to declare a default orexercise any remedy under, or to accelerate the maturity or performance of, orto cancel, termination, or modify, any Contract to which Prime Staff or MMSO isa party.  Neither Prime Staff nor MMSO hasgiven to or received from any other Person any notice or other communication(whether oral or written) regarding any actual, alleged, possible, or potentialviolation or breach of, or default under any Contract.  There are no renegotiations of, attempts torenegotiate or outstanding rights to renegotiate any provisions of any Contractof Prime Staff or MMSO relating to any material amounts paid or payable to PrimeStaff or MMSO under current or complete Contract with any Person and, to theKnowledge of the Sellers, no such Person has made written demand for suchrenegotiation.  The Contracts relating tothe sale of services of Prime Staff or MMSO have been entered into in theOrdinary Course of Business and have been entered into without the commissionof any act alone or in concert with any other Person, or any considerationhaving been paid or promised, that would be in violation of any LegalRequirement.

###  

**3.18****                        AccountsReceivable**.  All accountsreceivable of Prime Staff or MMSO that are reflected on the FinancialStatements or the accounting records of Prime Staff or MMSO as of 

 

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the Closing (collectively, the “AccountsReceivable”) represent or will represent valid obligations arising from salesactually made or services actually performed in the Ordinary Course ofBusiness.  There is no contest, claim, orright of set-off under any Contract with any obligor of Accounts Receivablerelating to the amount or validity of such Accounts Receivable.  Section 3.18 of the Disclosure Schedule containsa materially complete and accurate list of all Accounts Receivable as of February 28,2005, which lists sets forth the aging of such Accounts Receivable.  Parent Entities will provide to Parent a trueand accurate list of all Accounts Receivable due Prime Staff or MMSO as of theClosing Date no later than May 6, 2005 and these Accounts Receivable areto be retained by the Parent Entities.

 

**3.19****                        AccountsPayable**.  Set forth in Section 3.19of the Disclosure Schedule is a complete and accurate list of all accountspayable or Prime Staff or MMSO as of the Closing Date (collectively, the “AccountsPayable”). Parent Entities will provide to Parent a true and accurate list ofall Accounts Payables prorated as of Closing Date no later than May 31,2005 which represent or will represent the only Accounts Payable obligations ofPrime Staff or MMSO arising from purchases actually made, services actuallyreceived or obligations otherwise incurred by Prime Staff or MMSO through theClosing Date.

 

**3.20****                        Equipment**.  Other than as noted in Section 3.20 ofthe Disclosure Schedule, all tangible personal property and equipment used by PrimeStaff or MMSO in the conduct of the Business of each of Prime Staff and MMSO arestructurally sound with no known material defects and are in good operatingcondition and repair (subject to normal wear and tear) so as to permit theoperation of such business as presently conducted, no such equipment ortangible personal property is in need of maintenance or repairs except forordinary, routine maintenance and repairs which are not material in nature orcost, and with respect to each item of equipment and tangible personalproperty, neither Prime Staff nor MMSO has received notification that it is inviolation, in any material respect, of any applicable building, zoning,subdivision, fire protection, health or other law, Order, ordinance orregulation and no such violation exists; it being specifically understood,however, that all such equipment is being conveyed on an “as is” basis as tophysical condition.

 

**3.21****                        Insurance**.  Set forth in Section 3.21 of theDisclosure Schedule is a complete and accurate list of all primary, excessand umbrella policies, bonds and other forms of insurance currently owned orheld by or on behalf of and/or providing insurance coverage to each of PrimeStaff and MMSO or the Assets and Properties of each of Prime Staff and MMSO (orany of Prime Staff’s or MMSO’s directors, officers, partners, salespersons, managers,members, agents or employees), including the following information for eachsuch policy:  type(s) of insurancecoverage provided; name of insurer; effective dates; policy number; peroccurrence and annual aggregate deductibles or self-insured retentions; peroccurrence and annual aggregate limits of liability and the extent, if any, towhich the limits of liability have been exhausted.  All policies set forth on the Disclosure Schedule arein full force and effect, and with respect to such policies, all premiums currentlypayable or previously due have been paid or will be paid in the normal courseof business, and no notice of cancellation or termination has been receivedwith respect to any such policy.  Allsuch policies are sufficient for compliance with all requirements of law andall agreements to which Prime Staff or MMSO is a party or otherwise bound, andare valid, outstanding, collectible and enforceable policies and, to theKnowledge of the Sellers, provide adequate insurance coverage for each of PrimeStaff and MMSO, the Business of each of Prime 

 

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Staff and MMSO and Assets andProperties of each of Prime Staff and MMSO and will remain in full force andeffect through the respective dates set forth in Section 3.21 ofthe Disclosure Schedule.  None of suchpolicies contains a provision that would permit the termination, limitation,lapse, exclusion or change in the terms of coverage of such policy (including,without limitation, a change in the limits of liability) by reason of theconsummation of the Contemplated Transactions. Complete and accurate copies of all such policies and relateddocumentation have previously been provided to the Parent.  Notwithstanding anything to the contrary, allinsurance policies providing coverage for Target Companies will be cancelled byParent Entities within forty eight (48) hours of the Closing Date.

 

**3.22****                        TaxMatters.**

 

### (a)                                  Except as set forth in Section 3.22of the Disclosure Schedule, all Tax Returns required to be filed by or onbehalf of each of Prime Staff and MMSO have been duly filed on a timely basisand such Tax Returns are true, complete and correct.  Except as set forth in Section 3.22of the Disclosure Schedule, all Taxes shown to be payable on the Tax Returns oron subsequent assessments with respect thereto have been paid in full on atimely basis, and no other Taxes are payable each of Prime Staff and MMSO withrespect to items or periods covered by such Tax Returns (whether or not shownon or reportable on such Tax Returns) or with respect to any period prior toClosing.  Each of Prime Staff and MMSO,as appropriate, have withheld and paid over all Taxes required to have beenwithheld and paid over, and complied with all information reporting and backupwithholding requirements, including maintenance of required records withrespect thereto, in connection with amounts paid or owing to any employee,creditor, independent contractor, or other Person.  There are no liens on any of the assets of PrimeStaff or MMSO with respect to Taxes, other than liens for Taxes not yet due andpayable.  Neither Prime Staff nor MMSO hasentered into any agreement or understanding with any Regulatory Authorityregarding the payment of Taxes or the filing of any Tax Returns or is currentlythe beneficiary of any extension of time within which to file any Tax Return.

###  

### (b)                                 Except as set forth in Section 3.22of the Disclosure Schedule, the amount of Prime Staff’s or MMSO’s liability forunpaid Taxes for all periods ended on or before April 30, 2005 does not,in the aggregate, exceed the amount of the current liability accruals forTaxes, reflected on the Financial Statements, and except as provided in Section 3.22of the Disclosure Schedule, the amount of the Prime Staff’s or MMSO’s liabilityfor unpaid Taxes for all periods ending on or before the Closing Date shallnot, in the aggregate, exceed the amount of the current liability accruals forTaxes, as such accruals are reflected on the Financial Statements, as adjustedfor operations and transactions in the Ordinary Course of Business since April 30,2005 in accordance with past custom and practice.  There are no Contracts, agreements,arrangements, commitments or undertakings relating to any prior audit of PrimeStaff or MMSO, and there are no Contracts, agreements, arrangements,commitments or undertakings with the Internal Revenue Service or any otherGovernmental or Regulatory Authority that have or are reasonably likely to havea material and adverse impact on Prime Staff’s or MMSO’s Taxes that are notreflected in the Company Financial Statements.

###  

### (c)                                  To the extent such documentsexist, Parent has been furnished by the Company true and complete copies of (i) relevantportions of income tax audit reports, statements of deficiencies, closing orother agreements received by or entered into by either 

 

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### Prime Staff or MMSO or on behalf of PrimeStaff or MMSO relating to Taxes, and (ii) except as set forth in Section 3.22of the Disclosure Schedule, all federal and state income or franchise taxreturns for each of Prime Staff and MMSO for all periods ending on and after December 31,2001.

###  

### (d)                                 The Tax Returns of each of PrimeStaff and MMSO have never been audited by a Governmental or RegulatoryAuthority, nor is any such audit in process, pending or threatened (either inwriting or verbally, formally or informally). To the Knowledge of the Sellers, and except as set forth in Section 3.22of the Disclosure Schedule, no deficiencies exist or have been asserted (eitherin writing or verbally, formally or informally) or are expected to be assertedwith respect to Taxes of Prime Staff or MMSO, and neither Prime Staff nor MMSO hasreceived notice (either in writing or verbally, formally or informally) orexpects to receive notice that it has not filed a Tax Return or paid Taxesrequired to be filed or paid by it.  NeitherPrime Staff nor MMSO is a party to any action or proceeding for assessment orcollection of Taxes, nor has such event been asserted or threatened (either inwriting or verbally, formally or informally) against Prime Staff or MMSO or anyof its assets.  No waiver or extension ofany statute of limitations is in effect with respect to Taxes or Tax Returns ofPrime Staff or MMSO.  Each of Prime Staffand MMSO have disclosed on their federal income tax returns all positions takentherein that could give rise to a substantial understatement penalty within themeaning of Section 6662 of the Code.

###  

### (e)                                  Neither Prime Staff nor MMSO isor ever has been a party to any Tax sharing agreement or Tax indemnityagreement or has assumed the Tax liability of any other Person under any Contract.  Neither Prime Staff nor MMSO is or has everbeen a member of an affiliated group filing a consolidated federal income TaxReturn and, except as set forth in Section 3.22 of the DisclosureSchedule, neither Prime Staff nor MMSO has any liability for the Taxes of anyindividual or entity under Section 1.1502-6 of the Treasury Regulations(or any similar provision of state, local or foreign law) as a transferee orsuccessor, by Contract or otherwise.

###  

### (f)                                    Each of Prime Staff and MMSO doesnot have any deferred income or gains reportable for Tax purposes in any periodending after the Closing Date but that is attributable to a transactionoccurring in, or resulting from a change in accounting method, for a periodprior to the Closing Date.

###  

### (g)                                 Prime Staff’s and MMSO’s taxbasis in their assets for purposes of determining their future amortization,depreciation and other federal income tax deductions is accurately reflected onthe Books and Records provided to Parent.

###  

### (h)                                 The Shareholder is a “UnitedStates Person” within the meaning of Section 7701(a)(30) of the Code.

###  

**3.23****                        Laborand Employment Relations**.  To theKnowledge of the Sellers, no officer, executive or group of five or moreemployees of Prime Staff or MMSO has or have any plans to terminate his, her ortheir employment with Prime Staff or MMSO. Neither Prime Staff nor MMSO is a party to or bound by any collectivebargaining agreement with any labor organization, group or association coveringany of their respective employees, and to the 

 

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Knowledge of the Sellers, thereare no attempts to organize any of Prime Staff’s or MMSO’s employees by anyPerson, unit or group seeking to act as their bargaining agent.  Each of Prime Staff and MMSO has compliedwith all applicable laws relating to the employment of labor, includingprovisions thereof relating to wages, hours, equal opportunity, collectivebargaining, discrimination against race, color, national origin, religiouscreed, physical or mental disability, sex, age, ancestry, medical condition,marital status or sexual orientation, occupational health and safety and thewithholding and payment of social security and other Taxes.  Neither Prime Staff nor MMSO is liable forthe payment of any compensation, damages, taxes, fines, penalties or otheramounts, however designated, for the failure to comply with any of theforegoing Legal Requirements.  To theKnowledge of the Sellers, no employees of Prime Staff or MMSO are in violationof any term of any employment contract, patent disclosure agreement,non-competition agreement, or any restrictive covenant to a former employerrelating to any such employee to be employed by Prime Staff or MMSO because ofthe nature of the business conducted or presently proposed to be conducted by PrimeStaff or MMSO or the use of trade secrets or proprietary information of others.  Except as provided in Section 3.23of the Disclosure Schedule, there are no pending or, to the Knowledge of theSellers, threatened charges (by employees, independent contractors, theirrepresentatives or governmental authorities) of unfair labor practices or ofemployment discrimination or of any other wrongful action with respect to anyaspect of employment of any Person employed or formerly employed by Prime Staffor MMSO.  To the Knowledge of the Sellers,no union representation elections relating to Prime Staff’s or MMSO’s employeeshave been scheduled by any Governmental or Regulatory Authority, noorganizational effort is being made with respect to any of such employees, andno investigation of Prime Staff’s or MMSO’s employment policies or practices byany Governmental or Regulatory Authority is pending or threatened.  Neither Prime Staff nor MMSO is currently, norin the past has been, involved in labor negotiations with any unit or groupseeking to become the bargaining unit for any employees of Prime Staff or MMSO.  Each of Prime Staff and MMSO has neverexperienced any work stoppages and to the Knowledge of the Sellers, nowork stoppage has been threatened or is planned.

 

**3.24****                        CertainEmployees**.  Set forth in Section 3.24of the Disclosure Schedule is (i) the name, title and totalcompensation of each officer, director and manager of Prime Staff and MMSO; (ii) thename, title and total compensation for each other employee, consultant, agentor other representative of each of Prime Staff and MMSO for 2004; (iii) allwage and salary increases, bonuses and increases other direct or indirectcompensation received by any such Person since February 28, 2005; (iv) anypayments or commitments to pay any severance or termination pay to any currentor former officer, director, employee, consultant, contractor, member ormanager or agent of Prime Staff or MMSO; and (v) any accrual for, orcommitment or agreement by Prime Staff or MMSO to pay, such increases, bonus orpay.  To the best of the knowledge of theSellers, except as set forth on Section 3.24 of the Disclosure Schedule andexcept where any such notice is not likely to have a Material Adverse Effect, neitherPrime Staff nor MMSO has received any notice from any such Person whetherorally or in writing that he or she will cancel or otherwise terminate suchPerson’s relationship with Prime Staff or MMSO. None of such Persons has an employment, consulting or other agreement orunderstanding except as provided in Section 3.24 of the DisclosureSchedule, whether oral or written, with Prime Staff or MMSO which is notterminable on no more than ten (10) days notice by Prime Staff or MMSO withoutcost or other liability to Prime Staff or MMSO. Parent, CRDE and AcquisitionCo. agrees and acknowledge that Shareholder Parties are not guaranteeing thefuture 

 

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performance of any employeesunder any applicable employment agreement, although Shareholder Parties are notaware of any reason indicating a future anticipated breach of any such agreements.

 

**3.25****                        Absenceof Certain Developments**.  Exceptas provided in Section 3.25 of the Disclosure Schedule orelsewhere in this Agreement, since February 28, 2005, neither Prime Staffnor MMSO has:

 

### (a)                                  issued any partnership interests,bonds or other partnership securities or any right, options or warrants withrespect thereto;

###  

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

###  

### (c)                                  discharged or satisfied any lienor Encumbrance or paid any obligation or liability, other than currentliabilities paid in the Ordinary Course of Business and other than currentfederal income Tax liabilities;

###  

### (d)                                 declared or made any payment ordistribution of cash or other property to the partners of Prime Staff or MMSO,or purchased or redeemed any partnership or other interests;

###  

### (e)                                  mortgaged or pledged any of itsAssets or Properties, or subjected them to any lien, charge or any otherEncumbrance, except liens for current property Taxes not yet due and payable;

###  

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

###  

### (g)                                 made any changes in anyemployee, consultant or contractor compensation, severance or terminationagreement, commitment or transaction other than routine salary increasesconsistent with past practice or offer employment to any individuals other thanemployment offers made consistent with past practice;

###  

### (h)                                 entered into any materialtransaction or modified any existing transaction (the aggregate considerationfor which is in excess of $10,000);

###  

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

###  

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

###  

### (k)                                  entered into any transaction oroperated the Business of either of Prime Staff and MMSO not in the OrdinaryCourse of Business;

 

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### (l)                                     made any change in itsaccounting methods or practices or ceased making accruals for taxes, obsoleteinventory, vacation and other customary accruals;

###  

### (m)                               ceased from reserving cash topay Taxes, principal and interest on borrowed funds, and other customaryexpenses and payments;

###  

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

###  

### (o)                                 caused to be entered into anyamendment or termination of any lease, customer or supplier contract or othermaterial contract or agreement to which it is a party, other than in theOrdinary Course of Business;

###  

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

###  

### (q)                                 terminated or failed to renew,or received any written threat (that was not subsequently withdrawn) toterminate or refusal to renew, any Contract or other agreement that is or wasmaterial to the Business of either Prime Staff or MMSO or the financialcondition of either Prime Staff or MMSO;

###  

### (r)                                    permitted to occur or be madeany other event or condition of any character which has had a Material AdverseEffect on it;

###  

### (s)                                  waived any rights material toits financial or business condition;

###  

### (t)                                    made any illegal payment orrebates; or

###  

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

###  

**3.26****                        Customers**.  Except as provided in Section 3.26of the Disclosure Schedule, each of Prime Staff and MMSO has previously providedto Parent a true and correct list of Prime Staff’s and MMSO’s current customersand Prime Staff’s and MMSO’s material revenue generating customers during the2003 and 2004 fiscal years related to the Business of each of Prime Staff andMMSO.  Since January 1, 2004 nosingle customer or group of affiliated customers contributing more than $25,000per annum to the gross revenues of the Prime Staff’s or MMSO’s business hascancelled their contract with Prime Staff or MMSO, and no such customer hasgiven notice to Prime Staff or MMSO of an intention to cancel their contract orreduce the level of gross revenues from that in fiscal year 2004 with eitherPrime Staff or MMSO, except for any reduction arising in the normal course ofbusiness which is not likely to have a Material Adverse Effect.

 

**3.27****                        BankAccounts**.  Section 3.27of the Disclosure Schedule contains a complete and accurate list of eachdeposit account or asset maintained by or on behalf of Prime Staff or MMSO withany bank, brokerage house or other financial institution, specifying withrespect to each the name and address of the institution, the name under whichthe account is maintained, the account number, and the name and title orcapacity of each Person authorized to have access thereto. It is specificallyunderstood and agreed that all such bank accounts will be closed before 

 

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or within a reasonable time of the Closing Date and Shareholder shallhave no further signatory authority with respect to any bank accounts of theTarget Companies.

 

**3.28****                        Permits**.  Section 3.28 of the Disclosure Schedule containsa true and complete list of all Permits used in and material, individually orin the aggregate, to the Business of each of Prime Staff and MMSO.  All such Permits are currently effective andvalid and have been validly issued.  Noadditional Permits are necessary to enable Prime Staff or MMSO to conduct theirrespective business in material compliance with all applicable federal, state andlocal laws.  Neither the execution,delivery or performance of this Agreement nor the mere passage of time willhave any effect on the continued validity or sufficiency of the Permits, norwill any additional Permits be required by virtue of the execution, delivery orperformance of this Agreement to enable Prime Staff or MMSO to conduct theBusiness of Prime Staff or MMSO, respectively, as now operated.  To the Knowledge of the Sellers, there is nopending Action or Proceeding by any Governmental or Regulatory Authority whichcould affect the Permits or their sufficiency for the current conduct of theBusiness of either of Prime Staff and MMSO or of the conduct of the Business ofeither Prime Staff or MMSO after the Closing. Each of Prime Staff and MMSO has provided Parent with true and completecopies of all Permits listed in the Disclosure Schedule.

 

**3.29****                        RegulatoryCompliance**.  Except as providedin Section 3.29 of the Disclosure Schedule, neither Prime Staff norMMSO nor any of their operations are regulated by any Governmental orRegulatory Authority and each of Prime Staff and MMSO has complied with allapplicable requirements of any Governmental or Regulatory Authority withrespect to any services provided by it (including but not limited to the MedicareAnti-Kickback Statute, the Health Insurance Portability and Accountability Actof 1996, the Federal False Claims Act, the Federal laws concerning physicianself-referral known as “Stark I” and “Stark II”, and materially within the rules andregulations of the Joint Commission on Accreditation of HealthcareOrganizations).

 

Neither Prime Staff, MMSO, any partner, director officer, manager,member, employee or agent of Prime Staff or MMSO nor any other ShareholderParty has made an untrue statement of a material fact or fraudulent statementto any Governmental or Regulatory Authority, failed to disclose a material factrequired to be disclosed to any Governmental or Regulatory Authority, orcommitted an act, made a statement, or failed to make a statement that, at thetime such disclosure was made, could reasonably be expected to provide a basisfor any Governmental or Regulatory Authority to invoke its policies respectingfraud, untrue statements of material facts, bribery or illegal gratuities orany similar policies.

 

**3.30****                        ThirdParty Consents**.  No consent,approval or authorization of any third party on the part of Prime Staff, MMSOor any Shareholder Party is required in connection with the consummation of thetransactions contemplated hereunder except as otherwise provided in Section 3.30of the Disclosure Schedule.

 

**3.31****                        Relationshipswith Related Persons**.  Except ofany licenses being granted under this Agreement, none of the ShareholderParties or any Affiliate of either Prime Staff or MMSO has, or since January 1,2004 has had, any interest in the property, whether real, personal or mixed, orwhether tangible or intangible, used in or pertaining to the Businesses ofeither Prime 

 

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Staff, MMSO or any Affiliate of Prime Staff or MMSO.  Neither Prime Staff nor MMSO owns, or since January 1,2004 has owned (of record or as beneficial owner) an equity interest or anyother financial or profit interest in a Person that has (i) had businessdealings or a material financial interest in any transaction with Prime Staffor MMSO or (ii) engaged in competition with Prime Staff or MMSO withrespect to any line of the products or services of Prime Staff or MMSO.  Except as set forth in Section 3.31of the Disclosure Schedule, none of the Shareholder Parties nor any Affiliateof Prime Staff or MMSO is a party to any Contract with, or has any right orclaim against, Prime Staff or MMSO.

 

**3.32****                        CertainPayments**.  Except for businessgifts or charitable or similar contributions of insignificant nature, neitherPrime Staff nor MMSO nor any director, officer, member, manager, agent, partneror employee of each of Prime Staff and MMSO, or to the Knowledge of theSellers, any other Person associated with or acting for or on behalf of PrimeStaff or MMSO, has directly or indirectly (i) made any contribution, gift,bribe, rebate, payoff, influence payment, kick-back or other payment to anyPerson, private or public, regardless of any form, whether in money, propertyor services (A) to obtain favorable treatment in securing business, (B) topay for favorable treatment for business secured, (C) to obtain specialconcessions or for special concessions already obtained for or in respect ofPrime Staff or MMSO or any Affiliate thereof, or (D) in violation of anyLegal Requirement, or (ii) established or maintained any fund or assetthat has not been recorded in the Books and Records of each of Prime Staff andMMSO.

 

**3.33****                        Brokers**.  Except as set forth in Section 3.33of the Disclosure Schedule, none of the Shareholder Parties nor Prime Staff orMMSO has retained any broker in connection with the contemplated transactionshereunder.  Parent has, and will have, noobligation to pay any broker’s, finder’s, investment banker’s, financial advisor’sor similar fee in connection with this Agreement or the transactionscontemplated hereby by reason of any action taken by or on behalf of any of theShareholder Parties, Prime Staff or MMSO.

 

**3.34****                        Verificationof Credentials**.  Except as setforth in Section 3.34 of the Disclosure Schedule, Prime Staff andMMSO have implemented policies and procedures to verify the credentials(including, but not limited to, with respect to education and licensure) ofpersonnel that Prime Staff or MMSO places with its clients and to collect,maintain and update such credentialing information.  To the Knowledge of the Sellers, each activeemployee, contractor and consultant consistently follows and has followed suchpolicies and procedures in all material respects.

 

**3.35****                        HIPAACompliance**.  To the extent thatthe Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)currently applies or applied to Prime Staff or MMSO, Prime Staff and MMSO eachhas developed a plan to comply with any obligations they may have under theprivacy standards of HIPPA.

 

**3.36****                        ExistingIndebtedness**.  Except as providedin Section 3.36 of the Disclosure Schedule, as of the close ofbusiness on the day prior to the Closing Date, (i) all indebtedness of orany obligation of each of Prime Staff and MMSO (whether as obligor or asguarantor) for borrowed money, whether current, short-term, or long-term,secured or unsecured, (ii) all indebtedness of each of Prime Staff andMMSO (whether as obligor or as guarantor) for the 

 

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deferred purchase price for purchases of property outside the ordinarycourse which is not evidenced by trade payables, (iii) all leaseobligations of each of Prime Staff and MMSO (whether as obligor or asguarantor) under leases which are capital leases in accordance with GAAP, (iv) alloff-balance sheet financings of each of Prime Staff and MMSO (whether asobligor or as guarantor), (v) any payment obligations of each of PrimeStaff and MMSO (whether as obligor or as guarantor) in respect of banker’sacceptances or letters of credit (other than stand-by letters of credit insupport of ordinary course trade payables), (vi) any liability of eitherPrime Staff or MMSO (whether as obligor or as guarantor) with respect tointerest rate swaps, collars, caps and similar hedging obligations, (vii) anypresent, future or contingent obligations of either Prime Staff or MMSO under (A) anyphantom stock or equity appreciation rights, plan or agreement, (B) anyconsulting, deferred pay-out or earn-out arrangements in connection with thepurchase of any business or entity or (C) any non-competition agreement, (viii) anyaccrued bonuses, (ix) any accrued Taxes other than payroll Taxes accruedin the Ordinary Course of Business, (x) any accrued and unpaid interest or anycontractual prepayment premiums, penalties or similar contractual chargesresulting from the Contemplated Transactions or the discharge of suchobligations with respect to any of the foregoing, (xi) all indebtedness of orany obligation of Prime Staff or MMSO owed to any of the Shareholder Parties orto any Affiliate of the Shareholder Parties (whether under Contract orotherwise) and (xii) all indebtedness of or any obligation of Prime Staff orMMSO incurred for the personal benefit of any of the Shareholder Parties or anyAffiliate of the Shareholder Parties, including without limitation, any FamilyMembers of the Shareholder Parties, is listed on Section 3.36 ofthe Disclosure Statement (collectively, but without duplication, the “ExistingIndebtedness”).  All ExistingIndebtedness will be paid in full, retired or otherwise satisfied as providedin Section 2.4.

 

**3.37****                        MaterialMisstatements and Omissions**.  Thestatements, representations and warranties of the Shareholder Parties containedin this Agreement (including the exhibits and schedules hereto) and in eachdocument, statement, certificate or exhibit furnished or to be furnished by oron behalf of each of the Shareholder Parties and/or the Target Parties pursuanthereto, or in connection with the transactions contemplated hereby, takentogether, do not contain and will not contain any untrue statement of amaterial fact and do not or will not omit to state a material fact necessary tomake the statements or facts contained herein or therein, in light of thecircumstances made, not misleading.

 

**ARTICLE 4.REPRESENTATIONS AND WARRANTIESOF PARENT, CRDE AND ACQUISITION CO.**

 

Parent, CRDE and Acquisition Co., jointly and severally, represent andwarrant to the Shareholder Parties as of the date hereof and as of the ClosingDate, as follows:

 

**4.1****                               Organization**.  Each of Parent and CRDE is a corporation dulyorganized, validly existing and in good standing under the laws of the State ofthe Delaware.  Acquisition Co. is a corporationduly organized validly existing and in good standing under the laws of theState of Texas.  Each of Parent, CRDE andAcquisition Co. is duly authorized to conduct business and is in good standingunder the laws of each jurisdiction where such qualification is required except

 

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for any jurisdiction where failure so to qualify would not have aMaterial Adverse Effect upon Parent, CRDE or Acquisition Co., as the case maybe.

 

**4.2****                               Authority**.  Each of Parent, CRDE and Acquisition Co. hasall necessary corporate power and corporate authority and has taken allcorporate actions necessary to enter into this Agreement, to consummate thetransactions contemplated hereby and to perform its respective obligationshereunder and no other proceedings on the part of Parent, CRDE or AcquisitionCo. are necessary to authorize this Agreement or to consummate the transactionscontemplated hereby.  This Agreement hasbeen duly and validly executed and delivered by each of Parent, CRDE andAcquisition Co. and constitutes a legal, valid and binding obligation ofParent, CRDE and Acquisition Co., respectively, enforceable against each ofParent, CRDE and Acquisition Co. in accordance with its terms except (i) aslimited by applicable bankruptcy, insolvency, reorganization, moratorium andother laws of general application affecting enforcement of creditors’ rightsgenerally and (ii) as limited by laws relating to the availability ofspecific performance, injunctive relief or other equitable remedies.

 

**4.3****                               Litigation**.  There are no Actions or Proceedings pendingor, to the Knowledge of Parent, threatened or anticipated against, relating toor affecting the transactions contemplated by this Agreement, and, to theKnowledge of Parent, there is no basis for any such Action or Proceeding.

 

**4.4****                               Reportsand Financial Statements**.  As ofthe date hereof, the Parent has furnished or made available to each of theShareholder Parties true and complete copies of all Parent SEC Documents (seethe Parent’s website at www.crdentia.com). As of their respective filing dates, all such Parent SEC Documentscomplied in all material respects with the requirements of the Securities Actand the Exchange Act, as applicable, and none of such Parent SEC Documentscontained any untrue statement of a material fact or omitted to state amaterial fact required to be stated therein or necessary to make the statementsmade therein, in light of the circumstances in which they were made, notmisleading, except to the extent corrected by a document subsequently filedwith the SEC.  The Parent FinancialStatements comply as to form in all material respects with applicableaccounting requirements and with the published rules and regulations ofthe SEC with respect thereto, have been prepared in accordance with GAAPconsistently applied (except as may be indicated in the notes thereto or, inthe case of unaudited statements, as permitted by Form 10-QSB of the SEC)and present fairly the consolidated financial position of the Parent at thedates thereof and the consolidated results of its operations and cash flows forthe periods then ended (subject, in the case of unaudited statements, to normalaudit adjustments).

 

**4.5****                               Brokers**.  Neither Parent, CRDE nor Acquisition Co. hasretained any broker in connection with the transactions contemplatedhereunder.  None of the ShareholderParties has, and will have, any obligation to pay any broker’s, finder’sinvestment banker’s, financial advisor’s or similar fee in connection with thisAgreement or the transactions contemplated hereby by reason of any action takenby or on behalf of Parent, CRDE or Acquisition Co.

 

**4.6****                               DueDiligence**.  Parent, CRDE, andAcquisition Co. each acknowledge and agree that each has conducted its own due diligenceof Target Companies and, except as provided in this Agreement, each is relyingon such due diligence to make its acquisition decisions with 

 

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regard to Target Companies.  Eachof Parent, CRDE and Acquisition Co. has been provided complete opportunity tointerview employees and other key personnel of Target Companies and to seek anyinformation regarding Target Companies each has deemed appropriate.  Parent and CRDE are knowledgeable and possesssubstantial experience in the nurse staffing business and accordingly, are ableto evaluate the suitability of an investment in the Target Companies.

 

**ARTICLE 5.REPRESENTATIONS AND WARRANTIESOF THE SHAREHOLDER PARTIES**

 

The Shareholder Parties, jointly and severally, hereby represent andwarrant to Parent, CRDE and Acquisition Co. as follows (such representationsand warranties do not lessen or obviate the representations and warranties ofeach of the Shareholder Parties set forth in Article III above):

 

**5.1****                               RequisitePower and Authority**.  TheShareholder Parties have all necessary power and authority under all applicableprovisions of law to execute and deliver this Agreement and to carry out itsprovisions.  All action on suchShareholder Parties’ part required for the lawful execution and delivery ofthis Agreement has been or will be effectively taken prior to the Closing.  Upon execution and delivery, this Agreementwill be the valid and binding obligation of each of the Shareholder Parties,enforceable in accordance with its terms.

 

**5.2****                               InvestmentRepresentations**.  The ShareholderParties understand that the shares of the Parent Common Stock to be issued tothe Selling Entities pursuant to the provisions of Article 2 have not beenregistered under the Securities Act.  TheShareholder Parties also understand that such shares of Parent Common Stock arebeing offered and sold pursuant to an exemption from registration contained inthe Securities Act based in part upon the Shareholder Parties’ representationsand warranties contained in this Agreement. The Shareholder Parties, jointly and severally, hereby represent andwarrant as follows:

 

### (a)                                  Each of the Shareholder Partiesis an “accredited investor” as defined in Rule 501(a) of theSecurities Act.  The Shareholder controls100% of the equity, directly or indirectly, of each other Shareholder Party;

###  

### (b)                                 The Shareholder Parties havesubstantial experience in evaluating and investing in private placementtransactions of securities in companies similar to Parent so that he, she or itis capable of evaluating the merits and risks of his, her or its investment inParent and has the capacity to protect his, her or its own interests.  The Selling Entities must bear the economicrisk of this investment indefinitely unless the shares of Parent Common Stockare registered pursuant to the Securities Act, or an exemption fromregistration is available. The Shareholder Parties also understand that thereis no assurance that any exemption from registration under the Securities Actwill be available and that, even if available, such exemption may not allow theShareholder Parties to transfer all or any portion of the shares of ParentCommon Stock under the circumstances, in the amounts or at the times theShareholder Parties might propose.

 

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### (c)                                  The Selling Entities areacquiring the shares of Parent Common Stock for the Selling Entities’ ownaccount for investment only, and not with a view towards their distribution.

###  

### (d)                                 The Shareholder Partiesrepresents that by reason of his, her or its business or financial experience,such Shareholder Party has the capacity to protect his, her or its owninterests in connection with the transactions contemplated in this Agreement.  Further, the Shareholder Parties are aware ofno publication of any advertisement in connection with the transactionscontemplated in the Agreement.

###  

### (e)                                  The Shareholder Parties havereceived and read the Parent SEC Filings and have had an opportunity to discussParent’s business, management and financial affairs with directors, officersand management of Parent and have had the opportunity to review Parent’soperations and facilities.  TheShareholder Parties have also had the opportunity to ask questions of andreceive answers from Parent and its management regarding the terms andconditions of this investment.

###  

### (f)                                    The Shareholder Partiesacknowledge and agree that the shares of Parent Common Stock acquired pursuantto this Agreement must be held indefinitely unless they are subsequentlyregistered under the Securities Act or an exemption from such registration isavailable.  The Shareholder Parties havebeen advised or are aware of the provisions of Rule 144 promulgated underthe Securities Act as in effect from time to time, which permits limited resaleof shares purchased in a private placement subject to the satisfaction ofcertain conditions, including, among other things, the availability of certaincurrent public information about Parent, the resale occurring not less than oneyear after a party has purchased and paid for the security to be sold, the salebeing through an unsolicited “broker’s transaction” or in transactions directlywith a market (as said term is defined under the Exchange Act) and the numberof shares being sold during any three month period not exceeding specifiedlimitations.

###  

### (g)                                 The Selling Entities reside inthe state or province identified in the address of the Shareholder Parties setforth on the signature page to this Agreement.

###  

**5.3****                               TransferRestrictions**.  The ShareholderParties acknowledge and agree that the shares of Parent Common Stock aresubject to restrictions on transfer set forth in this Section 5.3.  The Selling Entities agree not to make anydisposition of all or any portion of the shares of Parent Common Stock acquiredpursuant to this Agreement unless and until: (i) there is then in effect a registration statement under theSecurities Act covering such proposed disposition and such disposition is madein accordance with such registration statement; or (ii) the transferee(except for transfers in compliance with Rule 144) has agreed in writingto be bound by the terms of Article 5 of this Agreement, the SellingEntities shall have notified Parent of the proposed disposition and shall havefurnished Parent with a detailed statement of the circumstances surrounding theproposed disposition and if reasonably requested by Parent, the SellingEntities shall have furnished Parent with an opinion of counsel, reasonablysatisfactory to Parent, that such disposition will not require registration ofsuch shares under the Securities Act. Parent shall be entitled to impose stop transfer instructions withrespect to the Parent Common Stock in order to enforce the foregoing restrictions.

 

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The certificates representing the Parent Common Stock (when issuedpursuant to this Agreement) shall bear the following legend restrictingtransfer, and such other legends as may be required by any applicable statesecurities law:

 

**THESE SECURITIES HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED INTHE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANYTHAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OFSUCH ACT.**

 

**THE SECURITIES REPRESENTED BY THISCERTIFICATE ARE SUBJECT TO CERTAIN PROVISIONS OF THE TERMS AND CONDITIONS OFTHAT CERTAIN EQUITY PURCHASE AGREEMENT DATED MAY 4, 2005.**

 

**5.4****                               MarketStandoff**.  The Selling Entitiesagree that he, she or it will not, without the prior written consent of Parentand/or the managing underwriter(s), during the period commencing on the date offiling of a registration statement by Parent pursuant to an underwritten publicoffering by Parent of its capital stock or securities convertible into itscapital stock and ending on the date specified by Parent and the managingunderwriter(s) (such period not to exceed 180 days following the filing of thefinal prospectus relating to such offering), transfer or dispose of any sharesof Parent Common Stock owned by such Selling Entities.  In order to enforce the foregoing covenant,Parent may impose stop-transfer instructions with respect to such securities ofthe Selling Entities (and the shares or securities of every other Personsubject to the foregoing restriction) until the end of such period.

 

**ARTICLE 6.ADDITIONAL AGREEMENTS**

 

**6.1****                               Accessto Information**.  The ShareholderParties have given Parent and its authorized representatives (including,without limitation, its attorneys and accountants), reasonable access to allemployees, customers, plants, offices, warehouses and other facilities, to (andwhere necessary, provided copies of) all books and records, contracts and allpersonnel files of current employees of the Target Companies and itssubsidiaries and the Target Companies have caused their partners and employeesand those of its subsidiaries to furnish Parent with such financial andoperating data and other information with respect to the business andproperties of the Target Companies and its subsidiaries as Parent hasrequested.

 

**6.2****                               PublicAnnouncements; Company Literature**. None of Parent, CRDE, Acquisition Co., or the Shareholder Parties shallissue any press release or otherwise make any public statements with respect tothe transactions contemplated by this Agreement, without the 

 

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prior consent of Parent and Acquisition Co. (in the case of theShareholder Parties) or the Shareholder Parties (in the case of Parent, CRDE orAcquisition Co.), except as may be required by applicable law, including anydetermination by Parent that a press release or other public statement isrequired under applicable securities or regulatory rules.  Notwithstanding the foregoing, the partiesagree that the Parent may announce this Agreement to Prime Staff’s and MMSO’semployees, customers, vendors and strategic partners immediately following theClosing.

 

**6.3****                               Feesand Expenses**.  Whether or not theterms of this Agreement are consummated, all fees, costs and expenses incurredin connection with this Agreement and the other agreements and transactionscontemplated hereby and thereby, including all legal, accounting, financialadvisory, broker’s consulting and other fees and expenses of third partiesincurred by a party in connection with the negotiation, documentation andeffectuation of the terms and conditions of this Agreement and the otheragreements and Contemplated Transactions hereby and thereby (“Third PartyExpenses”) shall be the obligation of the respective party incurring such ThirdParty Expenses.  Notwithstanding theforegoing, the Shareholder Parties shall be responsible and bear all costs andexpenses incurred and fees payable for counsel for the Target Companies inconnection with the Contemplated Transactions and all of the fees payable toany broker, finder or financial intermediary representing the ShareholderParties.

 

**6.4****                               Confidentiality**.  The parties hereto will maintain inconfidence, and will direct its partners, managers, members, directors,officers, employees, agents, Affiliates and advisors to maintain in confidenceany written, oral or other information furnished by another party to thisAgreement in connection with the Contemplated Transactions, unless (a) suchinformation is already known to such party or to others not bound by a duty ofconfidentiality or such information becomes publicly available through no faultof such party, (b) the use of such information is necessary or appropriatein making any filing or obtaining any consent or approval required for theconsummation of the transactions contemplated by this Agreement, or (c) thefurnishing or use of such information is required by law.  The provisions of this Section 6.4shall not be binding on the Parent, CRDE, the Acquisition Co. or the TargetCompanies following the Closing.  If theterms of this Agreement are not consummated, each party will return or, at therequest of the party supplying the information, destroy as much of such writteninformation as the other party may reasonably request.

 

**6.5****                               FutureAccess to Books and Records**. Parent, CRDE and Acquisition Co. hereby agree to provide to theShareholder Parties (at the sole expense of Shareholder Parties) reasonableaccess to the Books and Records to the extent such access may become reasonablynecessary as a result of any Action or Proceeding initiated after the ClosingDate.

 

**ARTICLE 7.INTENTIONALLY DELETED**

 

**ARTICLE 8.INTENTIONALLY DELETED**

 

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**ARTICLE 9.ACTIONS BY THE PARTIES AFTER THE CLOSING**

 

**9.1****                               Survivalof Representations, Warranties, Etc**. The representations, warranties and covenants contained in or madepursuant to this Agreement or any certificate, document or instrument deliveredpursuant to or in connection with this Agreement or the ContemplatedTransactions shall survive the execution and delivery of this Agreement and theClosing hereunder (notwithstanding any investigation, analysis or evaluation byany party hereto or their designees of the Assets and Properties, business,operations or condition (financial or otherwise) of the other party) until thesecond anniversary of the Closing Date; provided, however, the representationsand warranties of the parties (x) regarding Taxes shall continue until theexpiration of the applicable statute of limitations and (y) regarding dueauthorization, valid formation, valid existence, and legal compliance; shallcontinue to survive indefinitely in full force and effect following the ClosingDate.

 

**9.2****                               Indemnification.**

 

(a)                                  By the ShareholderParties.  The Shareholder Partiesshall severally indemnify, defend and hold harmless Parent, CRDE, AcquisitionCo. and the Target Companies and their respective officers, directors,employees, Affiliates, agents, successors, subsidiaries and assigns(collectively the “Parent Group”) from and against any and all costs, losses(including, without limitation, diminution in value), liabilities, damages,lawsuits, deficiencies, claims and expenses, including without limitation,interest, penalties, costs of mitigation, lost profits and other lossesresulting from any shutdown or curtailment of operations, attorneys’ fees andall amounts paid in investigation, defense or settlement of any of theforegoing (collectively, the “Damages”), incurred in connection with, arisingout of, resulting from or incident to (i) any breach of any covenant,representation, warranty or agreement or the inaccuracy of any representationmade by any of the Shareholder Parties or the Target Companies in or pursuantto this Agreement, or in the other documents delivered in connection with theContemplated Transactions, (ii) Actions or Proceedings set forth in theDisclosure Schedule or in the other documents delivered in connection withthe Contemplated Transactions, (iii) Actions or Proceedings involving theCompany whether disclosed in the Disclosure Schedule or not and (iv) thetransactions contemplated by Section 2.4 or as a result of a breachof any of the covenants or understandings contained in Section 2.4;provided, however, the indemnity obligation of the Shareholder hereundershall be capped at $500,000 except where the Damages to be indemnifiedhereunder arise as a result of intentional misconduct or fraud on part of theShareholder in which event the indemnification obligation of the Shareholderwill not be capped by any amount.

 

(b)                                 By Parent.  Parent, CRDE and Acquisition Co. shall,jointly and severally, indemnify, defend and hold harmless, the ShareholderParties and their respective heirs, successors and assigns from and against anyand all Damages incurred in connection with, arising out of, resulting from orincident to any breach of any covenant, representation, warranty or agreementor the inaccuracy of any representation made by Parent, CRDE or Acquisition Co.in or pursuant to this Agreement, or in any other documents delivered inconnection with the Contemplated Transactions.

 

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(c)                                  Third PartyClaims; Defense of Claims.  If anyAction or Proceeding is filed or initiated against any party entitled to thebenefit of indemnity hereunder, written notice thereof shall be given to theindemnifying party as promptly as practicable (and in any event within ten daysafter the service of the citation or summons); provided, however, that thefailure of any indemnified party to give timely notice shall not affect rightsto indemnification hereunder except to the extent that the indemnifying partydemonstrates actual damage caused by such failure.  After such notice, if the indemnifying partyshall acknowledge in writing to the indemnified party that the indemnifyingparty shall be obligated under the terms of its indemnity hereunder inconnection with such Action or Proceeding, then the indemnifying party shall beentitled, if it so elects, to take control of the defense and investigation ofsuch Action or Proceeding and to employ and engage attorneys of its own choiceto handle and defend the same, such attorneys to be reasonably satisfactory tothe indemnified party, at the indemnifying party’s cost, risk and expense(unless (i) the indemnifying party has failed to assume the defense ofsuch Action or Proceeding or (ii) the named parties to such Action orProceeding include both of the indemnifying party and the indemnified party,and the indemnified party and its counsel determine in good faith that theremay be one or more legal defenses available to such indemnified party that aredifferent from or additional to those available to the indemnifying party andthat joint representation would be inappropriate), and to compromise or settlesuch Action or Proceeding, which compromise or settlement shall be made onlywith the written consent of the indemnified party, such consent not to beunreasonably withheld.  The indemnifiedparty may withhold such consent if such compromise or settlement wouldadversely affect the conduct of business or requires less than an unconditionalrelease to be obtained.  If (i) theindemnifying party fails to assume the defense of such Action or Proceedingwithin ten (10) days after receipt of notice thereof pursuant to this Section 9.2,or (ii) the named parties to such Action or Proceeding include both theindemnifying party and the indemnified party and the indemnified party and itscounsel determine in good faith that there may be one or more legal defensesavailable to such indemnified party that are different from or additional tothose available to the indemnifying party and that joint representation wouldbe inappropriate, the indemnified party against which such Action or Proceedinghas been filed or initiated will (upon delivering notice to such effect to theindemnifying party) have the right to undertake, at the indemnifying party’scost and expense, the defense, compromise or settlement of such Action orProceeding on behalf of and for the account and risk of the indemnifyingparty.  In the event the indemnifiedparty assumes defense of the Action or Proceeding, the indemnified party willkeep the indemnifying party reasonably informed of the progress of any such defense,compromise or settlement and will consult with, when appropriate, and considerany reasonable advice from, the indemnifying party of any such defense,compromise or settlement.  Theindemnifying party shall be liable for any settlement of any action effectedpursuant to and in accordance with this Section 9.2 and for anyfinal judgment (subject to any right of appeal), and the indemnifying partyagrees to indemnify and hold harmless the indemnified party from and againstany Damages by reason of such settlement or judgment.

 

Regardless of whether the indemnifying party or the indemnified partytakes up the defense, the indemnifying party will pay reasonable costs andexpenses in connection with the defense, compromise or settlement for anyAction or Proceeding under this Section 9.2.

 

The indemnified party shall cooperate in all reasonable respects withthe indemnifying party and such attorneys in the investigation, trial anddefense of such Action or Proceeding and 

 

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any appeal arising therefrom; provided,however, that the indemnified party may, at its own cost, participate in theinvestigation, trial and defense of such Action or Proceeding and any appealarising therefrom.  The indemnifyingparty shall pay all expenses due under this Section 9.2 as suchexpenses become due.

 

(d)                                 Indemnity Claims.  A claim for indemnification for any matternot involving a third-party claim may be asserted by notice to the party fromwhom indemnification is sought and once notice thereof is provided, shall beresolved using the methodology (to the extent reasonably applicable) set forthin Section 9.2(c).

 

**9.3****                               PartnershipAgreements**.  Notwithstandinganything to the contrary in the partnership agreements or governing documentsof Prime Staff or MMSO or any statutes relating to indemnification of partners,the indemnification provisions of this Article 9 shall take precedenceover such partnership agreements or other governing documents and suchstatutes.  No Shareholder Party shall beentitled to indemnification directly or indirectly under such partnershipagreements or other governing documents or otherwise for any matter upon whichPrime Staff or MMSO has or might have an indemnification obligation hereunderand the partnership agreements and governing documents shall be deemed amendedaccordingly.  This Section 9.3is not intended for the benefit of creditors or other third parties and doesnot grant any rights to creditors or other third parties.

 

**9.4****                               Non-Exclusivity**.  The parties hereto acknowledge and agree thatthe indemnity obligations set forth above shall not be the exclusive remedy ofthe indemnified parties with respect to the Contemplated Transactions.

 

**ARTICLE 10.ARBITRATION**

 

**10.1****                        Arbitration**.  In the event of any dispute among the partieshereto as to the interpretation of any provision of this Agreement or therights and obligations of any party hereunder, such dispute shall be resolvedthrough binding arbitration as hereinafter provided. If arbitration is requiredto resolve a dispute hereunder, any party may notify the American ArbitrationAssociation in Dallas, Texas (“AAA”) and request AAA to select one person toact as the arbitrator for resolution of the dispute. The arbitrator so selectedshall conduct any such proceedings using the Commercial Arbitration Rules (the“CAR”) of the AAA and such rules will be binding upon all parties to thearbitration proceeding. The arbitrator is encouraged to modify the applicationof the CAR as the arbitrator deems appropriate to accomplish the arbitration inthe quickest and least expensive manner possible. Accordingly, the arbitratormay (i) dispense with any formal rules of evidence and allow hearsaytestimony so as to limit the number of witnesses required, (ii) acceptevidence of property values without formal appraisals and upon such informationprovided by the parties or other persons and otherwise minimize discoveryprocedures as the arbitrator deems appropriate, (iii) act upon hisunderstanding or interpretation of the law on any issue without the obligationto research such issue or accept or act upon briefs of the issue prepared byany party, (iv) limit the time for presentation of any party’s case aswell as the amount of information or number of witnesses to be presented inconnection with any hearing, and (v) impose any other rules which thearbitrator believes appropriate to effect a resolution of the dispute asquickly and inexpensively as possible. The 

 

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arbitrator will have the exclusive authority to determine and awardcosts of arbitration and the costs incurred by any party for their attorneys,advisors and consultants.

 

**ARTICLE 11.MISCELLANEOUS**

 

**11.1****                        FurtherAssurances**.  In case at any timeafter the Closing any further action is necessary or desirable to carry out thepurposes of this Agreement, each of the parties will take such further action(including the execution and delivery of such further instruments anddocuments) as the other party reasonably may request, all at the sole cost andexpense of the requesting party (unless the requesting party is entitled toindemnification therefor under Article 9).

 

**11.2****                        Notices**.  All notices, requests and othercommunications hereunder must be in writing and will be deemed to have beenduly given only if delivered personally against written receipt or by facsimiletransmission with answer back confirmation or mailed (postage prepaid bycertified or registered mail, return receipt requested) or by overnight courierto the parties at the following addresses or facsimile numbers:

 

If to Parent, CRDE or Acquisition Co.:

 

Crdentia Corp.

14114 Dallas Parkway, Suite 600

Dallas, Texas  75254

Facsimile No.: (972) 392-2722

Attention:  Chief ExecutiveOfficer

 

with copies to:

 

Kane, Russell, Coleman & Logan, P.C.

1601 Elm Street, Suite 3700

Dallas, Texas 75201

Facsimile No.: (214) 777-4299

Attention:  Patrick V. Stark, Esq.

 

If to any Shareholder Party:

 

PrimeCaid Management, Inc.

Attn:  Tony M. Brown President

10375 Richmond Avenue, Suite 1575

Houston, Texas  77042

Phone:  (713) 541-1177

Fax. (713) 953-1925

 

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with copies to:

 

Gene F. Gardner and Associates, P.C.

16000 Barkers Point Lane, Suite 201

Houston, Texas  77079

Phone:  (281) 596-0800

Facsimile:   (281) 596-0805

Attention:  Gene Gardner, Esq.

 

All such notices, requests and other communications will (i) ifdelivered personally to the address as provided in this Section 11.2,be deemed given upon delivery, (ii) if delivered by facsimile transmissionto the facsimile number as provided in this Section 11.2, be deemedgiven upon receipt, and (iii) if delivered by mail in the manner describedabove to the address as provided in this Section 11.2, be deemedgiven upon receipt (in each case regardless of whether such notice, request orother communication is received by any other Person to whom a copy of suchnotice, request or other communication is to be delivered pursuant to thisSection).  Any party from time to time maychange its address, facsimile number or other information for the purpose ofnotices to that party by giving notice specifying such change to the otherparties hereto.

 

**11.3****                        EntireAgreement**.  This Agreement (andall exhibits and schedules attached hereto and all other documents delivered inconnection herewith) supersede all prior discussions and agreements among theparties with respect to the subject matter hereof and contains the sole andentire agreement among the parties hereto with respect thereto, including,without limitation, the binding provision of the letter of intent dated April 5,2005.

 

**11.4****                        Waiver**.  Any term or condition of this Agreement maybe waived at any time by the party that is entitled to the benefit thereof, butno such waiver shall be effective unless set forth in a written instrument dulyexecuted by or on behalf of the party waiving such term or condition.  No waiver by any party hereto of any term orcondition of this Agreement, in any one or more instances, shall be deemed tobe or construed as a waiver of the same or any other term or condition of thisAgreement on any future occasion.  Allremedies, either under this Agreement or by law or otherwise afforded, will becumulative and not alternative.

 

**11.5****                        Amendment**.  This Agreement may be amended, supplementedor modified only by a written instrument duly executed by or on behalf of eachparty hereto.

 

**11.6****                        NoThird Party Beneficiary**.  Theterms and provisions of this Agreement are intended solely for the benefit ofeach party hereto and their respective successors or permitted assigns, and itis not the intention of the parties to confer third-party beneficiary rightsupon any other Person other than any Person entitled to indemnity under Article 9.

 

**11.7****                        NoAssignment; Binding Effect**. Neither this Agreement nor any right, interest or obligation hereundermay be assigned by any party hereto without the prior written consent of theother parties hereto and any attempt to do so will be void, except that anyparty’s rights to indemnification under Article 9 may be freelyassigned.  This Agreement is bindingupon, inures 

 

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to the benefit of and is enforceable by the parties hereto and theirrespective successors and assigns.

 

**11.8****                        Headings**.  The headings used in this Agreement have beeninserted for convenience of reference only and do not define or limit theprovisions hereof.

 

**11.9****                        Severability**.  If any provision of this Agreement is held tobe illegal, invalid or unenforceable under any present or future law, and if therights or obligations of any party hereto under this Agreement will not bematerially and adversely affected thereby, (i) such provision will befully severable, (ii) this Agreement will be construed and enforced as ifsuch illegal, invalid or unenforceable provision had never comprised a parthereof, (iii) the remaining provisions of this Agreement will remain infull force and effect and will not be affected by the illegal, invalid orunenforceable provision or by its severance herefrom and (iv) in lieu ofsuch illegal, invalid or unenforceable provision, there will be addedautomatically as a part of this Agreement a legal, valid and enforceableprovision as similar in terms to such illegal, invalid or unenforceableprovision as may be possible and mutually acceptable to the parties herein.

 

**11.10****                 GoverningLaw**.  This Agreement shall begoverned by and construed in accordance with the laws of the State of Texasapplicable to contracts executed and performed in such State, without givingeffect to conflicts of laws principles.

 

**11.11****                 Consentto Jurisdiction and Forum Selection**. Each of the Parent, CRDE, Acquisition Co. and the Shareholder Partiesirrevocably agrees that any legal action or proceeding with respect to thisAgreement (including any legal action or proceeding to enforce the arbitrationprovisions of this Agreement) or for the recognition and enforcement of anyjudgment obtained through the arbitration provisions of this Agreement will bebrought and determined in the federal or state courts or other courts locatedin Dallas County, Texas, and each of the Parent, CRDE, Acquisition Co. and theShareholder Parties hereby irrevocably submits with regard to any such actionor proceeding for itself and in respect to its property, generally and unconditionally,to the exclusive jurisdiction of the aforesaid courts.

 

**11.12****                 Construction**.  No provision of this Agreement shall beconstrued in favor of or against any party on the ground that such party or itscounsel drafted the provision.  Anyremedies provided for herein are not exclusive of any other lawful remedieswhich may be available to either party. This Agreement shall at all times be construed so as to carry out thepurposes stated herein.

 

**11.13****                 Counterparts**.  This Agreement may be executed in any numberof counterparts and by facsimile, each of which will be deemed an original, butall of which together will constitute one and the same instrument.

 

**11.14****                 Attorney’sFees**.  In the event any action isbrought for enforcement or interpretation of this Agreement, the prevailingparty shall be entitled to recover reasonable attorney’s fees and costsincurred in said action.

 

*[Remainder of page intentionally left blank.]*

 

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*EquityPurchase Agreement — Signature Pages*

*(PrimeStaff)*

 

IN WITNESS WHEREOF, this Agreement has been duly executed and deliveredby the parties hereto, or their duly authorized officer, as of the date firstabove written.

 

 
|                                 | CRDENTIA  CORP.                        |
|--------------------------------------|----------------------------------------|
|                                 | a Delaware  corporation d/b/a Crdentia |
|                                 |                                   |
|                                 |                                   |
|                                 | By:                                    | /s/ Pamela  G. Atherton |   |
|                                 | Name:                                  | Pamela G.  Atherton |
|                                 | Title:                                 | Chief  Executive Officer |
|                                 |                                   |
|                                 |                                   |
|                                 | CRDE CORP.,  a Delaware corporation    |
|                                 |                                   |
|                                 |                                   |
|                                 | By:                                    | /s/ Pamela  G. Atherton |   |
|                                 | Name:                                  | Pamela G.  Atherton |
|                                 | Title:                                 | Chief  Executive Officer |
|                                 |                                   |   |
|                                 |                                   |   |
|                                 | GHS  ACQUISITION CORPORATION,          |
|                                 | a Texas  corporation                   |
|                                 |                                   |
|                                 |                                   |
|                                 | By:                                    | /s/ Pamela  G. Atherton |   |
|                                 | Name:                                  | Pamela G.  Atherton |
|                                 | Title:                                 | Chief  Executive Officer |
|                                 |                                   |
|                                 |                                   |
| Address:                             | PRIME STAFF,  INC.,                    |
| 10375  Richmond Ave. Suite 1575 | a Delaware  corporation                |
| Houston,  Texas 77042                |                                   |
|                                 |                                   |
|                                 | By:                                    | /s/ Tony M.  Brown |   |
|                                 | Name:                                  | Toney M.  Brown |
|                                 | Title:                                 | President |
|                                 |                                   |
|                                 |                                   |
| Address:                             | PRIME STAFF  GP, LLC,                  |
| 10375  Richmond Ave. Suite 1575 | a Delaware  limited liability company  |
| Houston,  Texas 77042                |                                   |
|                                 |                                   |
|                                      |                                        |  |  |  |  |  |  |

 
|   | By:    | /s/ Tony M.  Brown |   |
|--------|--------|--------------------|--------|
|   | Name:  | Toney M.  Brown    |
|   | Title: | President          |
|        |        |                    |        |  |  |

 

----

 
| Address:                             | PRIMECAID  MANAGEMENT, INC.,          |
|--------------------------------------|---------------------------------------|
| 10375  Richmond Ave. Suite 1575 | a Texas  corporation                  |
| Houston,  Texas 77042                |                                  |
|                                 |                                  |
|                                 | By:                                   | /s/ Tony M.  Brown |   |
|                                 | Name:                                 | Toney M.  Brown |
|                                 | Title:                                | President |
|                                 |                                  |   |
|                                 |                                  |   |
| Address:                             | MINT  MEDICAL, LLC,                   |
| 10375  Richmond Ave. Suite 1575 | a Delaware  limited liability company |
| Houston,  Texas 77042                |                                  |
|                                 |                                  |
|                                 | By:                                   | /s/ Tony M.  Brown |   |
|                                 | Name:                                 | Toney M.  Brown |
|                                 | Title:                                | President |
|                                 |                                  |   |
|                                 |                                  |   |
| Address:                             | MINT MEDICAL  GP, LLC,                |
| 10375  Richmond Ave. Suite 1575 | a Delaware  limited liability company |
| Houston, Texas  77042                |                                  |
|                                 |                                  |
|                                 | By:                                   | /s/ Tony M.  Brown |   |
|                                 | Name:                                 | Toney M.  Brown |
|                                 | Title:                                | President |
|                                 |                                  |   |
| Address:                             | MINT  MANAGEMENT, INC.,               |
| 10375  Richmond Ave. Suite 1575 | a Texas  corporation                  |
| Houston,  Texas 77042                |                                  |
|                                 |                                  |
|                                 | By:                                   | /s/ Tony M.  Brown |   |
|                                 | Name:                                 | Toney M.  Brown |
|                                 | Title:                                | President |
|                                 |                                  |   |
|                                 |                                  |   |
| Address:                             | By:                                   | /s/ Tony M.  Brown |   |
| 10375  Richmond Ave. Suite 1575 | Tony M.  Brown, Individually          |
| Houston,  Texas 77042                |                                  |
|                                      |                                       |  |  |  |  |  |  |  |

 

----

 

**EXHIBIT A**

 

**ASSIGNMENT OFPARTNERSHIP INTERESTS**

 

(See attached)

 

A-1

----

 

**EXHIBIT B**

 

**AMENDMENT TOCERTIFICATE OF LIMITED PARTNERSHIP – PRIME STAFF**

 

(See attached)

 

B-1

----

 

**EXHIBIT C**

 

**AMENDMENT TOCERTIFICATE OF LIMITED PARTNERSHIP – MMSO**

 

(See attached)

 

C-1

----

 

**EXHIBIT D**

 

**NON-COMPETITIONAND NON-SOLICITATION AGREEMENT**

 

(See attached)

 

D-1

----

 

**EXHIBIT E**

 

**PRIME STAFFCERTIFICATES**

 

(See attached)

 

E-1

----

 

**EXHIBIT F**

 

**MMSO CERTIFICATES**

 

(See attached)

 

F-1

----

 

**EXHIBIT G**

 

**RELEASE**

 

(See attached)

 

G-1

----

 

**EXHIBIT H**

 

**SERVICES AGREEMENT**

 

[PrimeCaid and Parent]

 

(See attached)

 

H-1

----

 

**EXHIBIT I**

 

**LICENSE AGREEMENT**

 

[Prime Staff and Mint MedicalStaffing]

 

(See attached)

 

I-1

----

 

**SCHEDULE 2.1**

 

**EXCLUDED ASSETS**

 

(See attached)

 

----

 

**SCHEDULE 2.4**

 

**INCLUDED ASSETS**

 

(See attached)

 

----

 

**DISCLOSURESCHEDULE**

 

(See attached)

 

----