Exhibit 10.2


 


THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.  THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE SALE
OR DISTRIBUTION THEREOF.  NO SUCH SALE OR
DISTRIBUTION MAY BE EFFECTED UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN EXEMPTION FROM SUCH REGISTRATION STATEMENT
REQUIREMENTS.


 


PROMISSORY NOTE


 


	
  Principal Amount:  $1,200,000.00

  	
  Birmingham, Alabama

  
	
   

  	
  May 1, 2008

  



 


FOR VALUE RECEIVED, the
undersigned, Crdentia Corp., a Delaware corporation (“Crdentia”), CRDE Corp., a
Delaware corporation, and MP Health Corp., a Delaware corporation (each referred
to individually and collectively as “Issuer”), jointly and severally
promise to pay to Medical People Healthcare Services, Inc., an Alabama
corporation or any assignees of the Note (“Holder”), the principal
amount of One Million Two Hundred Thousand Dollars ($1,200,000.00) (the “Principal
Amount”), payable as set forth below. 
Issuer also promises to pay interest on the unpaid Principal Amount at
such times and in such manner as specified in this Agreement.


 


1.               Maturity Date.  Any unpaid Principal Amount hereunder,
together with accrued but unpaid interest thereupon, will become due and
payable no later than October 31, 2010 (the “Maturity Date”),
unless paid sooner in accordance with the terms hereof or unless there is an
Event of Default (as defined below).


 


2.               Interest.  Prior to the Maturity Date or the occurrence
of an Event of Default, the unpaid Principal Amount periodically outstanding
pursuant to the terms of this Note will bear simple interest at an annual rate
equal to 7.75 percent until paid in full. 
Interest on the unpaid Principal Amount is to be calculated on a
per-annum basis, based on a year containing exactly 365 days, according to the
actual number of days elapsed, including the first day but excluding the
last.  All accrued but unpaid interest on
the Principal Amount shall be paid in accordance with the terms set forth below
in paragraph 3.  After the Maturity Date
or upon the occurrence and during the continuance of any one or more Events of
Default, any unpaid Principal Amount and accrued but unpaid interest will bear
interest at the rate of 9.75 percent per annum until paid in full.


 

















 


3.               Payment of Principal and Interest.  Commencing on May 31, 2008 and following
on the last business day of each calendar month following the date of this Note
through the Maturity Date, Issuer shall pay to Holder an amount equal to $44,128.68.   All payments of Principal Amount and interest
are to be made in immediately available funds in lawful currency of the United
States of America without offset, deduction, or counterclaim of any kind.  As used in this Note, a “business day”
means any day except Saturday, Sunday, or a day that is a legal holiday in the
State of Texas.


 


4.               Events of Default.  The occurrence of any of the following
events will constitute an “Event of Default” under this Note: (a) Issuer’s
failure to pay any amount hereunder when due and payable; (b) any Issuer
making an assignment for the benefit of its creditors; (c) any Issuer
filing or consenting to the filing of any petition or complaint pursuant to federal
or state bankruptcy or insolvency laws, seeking the appointment of a receiver
or trustee for any of its assets, seeking the adjudication of such Issuer as
bankrupt or insolvent, seeking an “order for relief” under such statutes, or
seeking a reorganization of or a plan of arrangement for Issuer; or (d) any
default or breach by any Issuer of or under any agreement for borrowed money,
including loan agreements, or breach under any capital equipment lease
agreement by which such Issuer is bound or obligated following the expiration
of any applicable grace period.  Upon the
occurrence of an Event of Default, the entire Principal Amount then
outstanding, together with accrued and unpaid interest, shall become immediately
due and payable.


 


5.               Prepayment.  This Note may be prepaid, at the option
of Issuer, in whole or in part at any time or from time to time without penalty
or premium; provided, however, that any prepayment will
be applied first to the Principal Amount then outstanding until paid in full
and then to accrued and unpaid interest as of the date of such prepayment.


 


6.               Maximum Rate of Interest.  In no event will any interest rate provided
for hereunder exceed the maximum rate legally chargeable by Holder under
applicable law.  If at any time such laws
would render usurious any amount due under this Note, then it is the express
intention of Holder and Issuer that Issuer not be required to pay interest on
this Note at a rate in excess of the maximum lawful rate, that the provisions
of this paragraph 6 control over all other provisions of this Note that may be
in apparent conflict, that such excess amount be credited immediately to the
principal balance owing under this Note (or, if this Note has been fully
repaid, refunded by Holder to Issuer), and that the provisions hereof be
reformed immediately and the amounts thereafter decreased so as to comply with
the then-applicable usury law, but otherwise so as to permit the fullest
possible recovery of all amounts due under this Note.  Any credit or refund will not cure or waive
any default by Issuer under this Note. 
For the purposes of this paragraph 6, the term “applicable law”
means the laws of the State of Alabama, as such laws now exist or may be
changed or amended or come into effect in the future.


 

















 


7.               Incorporation of Prior Note.  The principal amount of this Note
represents the aggregate of the following: 
(i) all principal due and owing from Issuer to Holder from that
certain Promissory Note dated November 12, 2007 in the original principal
amount of $500,000.00 from Issuer to Holder (the “Prior Note”) which Prior Note
shall be deemed “Paid in Full” and (ii) all amounts due and owing pursuant
to the provisions of Section 2.3(b) of that certain Asset Purchase
Agreement by and among Crdentia Corp., CRDE Corp., MP Health Corp., Medical
People Healthcare Services, Inc., and The Shareholders of Medical People
Healthcare Services, Inc.


 


8.               Holder Representations.


 


(a)           This Note is being acquired for
Holder’s own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part hereof in violation of the Securities Act of
1933, as amended (the “1933 Act”), and Holder has no present intention
of selling, granting any participation in, or otherwise distributing this Note
in violation of the 1933 Act.


 


(b)           Holder acknowledges that it can bear
the economic risk of complete loss of its investment in this Note and has such
knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment in this Note.  Holder acknowledges that there are
substantial risks incident to the ownership of this Note, and that such
investment is speculative and involves a high degree of risk of loss by Holder
of Holder’s entire investment in the Issuer.


 


(c)           Holder has had an opportunity to
receive all information related to Issuer requested and to ask questions of and
receive answers from Issuer regarding Issuer and its business.  Holder has reviewed the reports and other
documents filed by Issuer with the Securities and Exchange Commission, if any.


 


(d)           Holder acknowledges and understands
that this Note is a “restricted security” under the 1933 Act.


 


(e)           Holder is an “accredited investor” as
defined by Rule 501 or Regulation D promulgated under the 1933 Act.


 


9.               No Waiver.  No extension of time for payment of any
amount owing hereunder will affect the liability of Issuer or any person or
entity that is  liable now or at any time
hereafter for payment of the indebtedness evidenced hereby.  No delay by Holder in exercising any power or
right hereunder will operate as a waiver of any power or right hereunder.


 


10.         Attorney
Fees.  If any action or
proceeding is brought by Holder to enforce payment of this Note, then the Holder
will be entitled to recover its reasonable costs and expenses (including attorney
fees, expert fees, etc.) associated therewith.


 

















 


11.         Waiver of
Presentment and Notice.  Each
Issuer, for itself and its respective successors and assigns, hereby expressly
waives presentment, demand, protest, notice of protest, dishonor, notice of
dishonor, and any other notice of any type or nature.


 


12.         No Amendment; No Waiver.  No waiver or modification of the terms of
this Note will be valid unless in writing and signed by the holder hereof.


 


13.         Severability.  If any provision of this Note is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Note will remain in full force and effect.  Any provision of this Note held invalid or
unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.


 


14.         Time of
Essence.  Time is of the
essence with regard to all dates set forth in this Note.


 


15.         Assignment
and Transfer.  No Issuer
may assign or otherwise transfer its rights or obligations under this Note
without the prior written consent of Holder. 
Any purported assignment or transfer in contravention of this paragraph
15 is null and void.  Subject to the
foregoing, this Note is binding upon the successors and assigns of Issuer and
inures to the benefit of and is enforceable by the successors and assigns of
Holder.  Holder agrees that it will not
transfer this Note (a) in violation of the 1933 Act or any state
securities laws and (b) unless pursuant to an effective registration
statement or an exemption from such registration statement requirements.


 


16.         Governing
Law.  This Note is to be governed
and construed in accordance with laws of the State of Alabama, without regard
to conflicts of law principles.


 

















 


EXECUTED
to be effective as of the date first written above.


 


 


	
   

  	
  CRDENTIA
  CORP.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/   John Kaiser

  
	
   

  	
   

  	
  John Kaiser,
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CRDE CORP.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/  John Kaiser

  
	
   

  	
   

  	
  John Kaiser,
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MP HEALTH CORP.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/  John Kaiser

  
	
   

  	
   

  	
  John Kaiser,
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
  MEDICAL
  PEOPLE HEALTHCARE SERVICES INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:  

  	
  /S/  Tommye Faust

  	
   

  	
   

  
	
  Its:

  	
  President