Exhibit 10.1


 


THIRD
AMENDMENT TO ASSET PURCHASE AGREEMENT


 


This Third Amendment
to Asset Purchase Agreement (this “Amendment”) is dated June 23, 2008 and
is between Crdentia Corp., a Delaware corporation (“Parent”), CRDE Corp., a Delaware corporation and wholly-owned
subsidiary of Parent (“CRDE”), and
MP Health Corp., a Delaware corporation and a wholly-owned subsidiary of CRDE (“Acquisition Co.”), Medical People
Healthcare Services, Inc., an Alabama corporation (the “Company”), and Tommye Faust and Amy Disney
(together, the “Shareholders”).


 


The parties
all are signatories to that certain Asset Purchase Agreement dated October 22,
2007 between all the undersigned parties as amended (the “Original
Agreement”) and desire to enter into this Third Amendment.


 


The parties
therefore agree as follows:


 


Subsections
2.3(b)(i) and (ii) of the Original Agreement are hereby modified in their
entirety as follows:


 


(b)           1.
Additional Consideration.  In addition to
the Closing Consideration but subject to the condition stated in subsection (iii) below,
Parent shall pay as additional Purchase Price, if earned, an amount calculated
in accordance with the following formula (the “Additional Consideration”), based on the Adjusted 2007 EBITDA
Amount.  The Additional Consideration, if
any, will be paid on or before June 30, 2008.


 


(i)            If
the Adjusted 2007 EBITDA Amount is greater than $333,000 but less than
$500,000, Parent shall pay as Additional Consideration an amount calculated as
3.75 multiplied by the Adjusted 2007 EBITDA Amount in excess of $333,000 but
less than $500,000.  Parent shall pay
such amount with a new promissory note (herein so called) which will replace
and supercede that Note described in Section 2.3 (a)(ii), and the terms of
the New Note will reflect the amount payable thereunder to be an amount equal
to the remaining principal amount of the Note Consideration plus the amount
calculated in accordance with the terms of this Section 2.3(b)(i) plus the
amount calculated in accordance with Section 2.3(b)(ii).  If the Adjusted 2007 EBITDA Amount is
$333,000 or less, the amount of Additional Consideration will be zero.


 


(ii)           If
the Adjusted 2007 EBITDA Amount is greater than $500,000, then in addition to
all other Purchase Price calculated in accordance with this Section 2.3,
Parent shall pay to the Company, to be included in the original principal
amount of the New Note, an amount equal to 50% of the Adjusted 2007 EBITDA
Amount in excess of $500,000.  The
parties agree that the original principal amount of the New Note is
$1,200,000.  A copy of the New Note is
attached hereto as Exhibit “A”


 

















 


2.                                       All
other provisions of the Original Agreement remain in full force and effect as
written.


 


EXECUTED to be
effective as of the date written in the first paragraph of this Amendment.


 


 


	
   

  	
  CRDENTIA CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ John
  Kaiser

  
	
   

  	
   

  	
  John Kaiser, President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CRDE CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ John
  Kaiser

  
	
   

  	
   

  	
  John Kaiser, President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MP HEALTH CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ John
  Kaiser

  
	
   

  	
   

  	
  John Kaiser, President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEDICAL PEOPLE HEALTHCARE
  SERVICES,

  
	
   

  	
  INC., an Alabama corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Tommye
  Faust

  
	
   

  	
   

  	
  Tommye Faust, President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Tommye
  Faust

  
	
   

  	
  Tommye Faust, Individually

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Amy
  Disney

  
	
   

  	
  Amy Disney, Individually

  



 

















 


EXHIBIT A