Exhibit
10.1


 


PROMISSORY
NOTE


 


	
   

  	
   

  	
  $1,000,000.00

  	
   

  	
  January 14, 2008

  



 


                FOR
VALUE RECEIVED, the undersigned, Crdentia Corp., a Delaware corporation,
(herein called “Maker”), hereby promises to pay to the order of FatBoy Capital,
LP, a Delaware  limited partnership ,
(herein together with all subsequent holders hereof called “Holder”), in lawful
money of the United States of America, the principal sum of One Million and
No/100 Dollars ($1,000,000.00), together with interest on the principal balance
at the rate hereinafter provided.


 


                The
interest rate will be eighteen percent (18%) per annum.  Interest on past-due principal and, to the
extent permitted by law, on past-due interest, shall accrue at the rate of
twenty-four percent (24%) per annum, and shall be payable from time to time on
demand.


 


                The
Note shall mature and be finally due and payable on the earlier of: (i) March 31,
2008; or (ii) the date of the closing of any refinancing of prior secured indebtedness
by Maker; at which time all outstanding and unpaid principal and accrued and
unpaid interest shall be finally due and payable.


 


                Any
document now or hereafter securing, guaranteeing or executed in connection with
the indebtedness evidenced by this Note, is, as the same may be amended from
time to time, herein referred to collectively as the “Loan Documents” and
individually as a “Loan Document”. 
Holder acknowledges receipt of a five percent (5 %) commitment fee for
this extension of credit.


 


                This
Note shall be governed by and construed in accordance with Delaware law and
applicable federal law.  The parties
hereto intend to conform strictly to the applicable usury laws.  In no event, whether by reason of
acceleration of the maturity hereof or otherwise, shall the amount paid or
agreed to be paid to Holder for the use, forbearance or detention of money
hereunder or otherwise exceed the maximum amount permissible under applicable
law.  If fulfillment of any provision
hereof or of any mortgage, loan agreement or other document now or hereafter
evidencing, securing or pertaining to the indebtedness evidenced hereby, at the
time performance of such provision shall be due, would involve transcending the
limit of validity prescribed by law, then the obligation to be fulfilled shall
be reduced automatically to the limit of such validity.  If Holder shall ever receive anything of
value deemed interest under applicable law which would exceed interest at the
highest lawful rate, an amount equal to any amount which would have been
excessive interest shall be applied to the reduction of the principal amount
owing hereunder in the inverse order of its maturity and not to the payment of
interest, or if such amount which would have been excessive interest exceeds
the unpaid balance of principal hereof, such excess shall be refunded to
Maker.  All sums paid or agreed to be
paid to Holder for the use, forbearance or detention of the indebtedness of
Maker to Holder shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full stated term (including any
renewal and/or extension) of such indebtedness so that the amount of interest
on account of such indebtedness does not exceed the maximum amount permitted by
applicable law.  The provisions of this
paragraph shall control all existing and future agreements between Maker and
Holder.


 


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Maker
may prepay this Note in full at any time or in part from time to time, without
premium or penalty.


 


If
default is made (i) in the payment of any sum due hereunder, promptly when
the same shall be due and payable hereunder, or (ii) if there is any
default under any Loan Document, then Holder shall have the right and option,
without notice or demand, to declare the unpaid balance of principal and
accrued interest on this Note at once due and payable.  If this Note is not paid at its maturity,
regardless of how such maturity may be brought about, Holder may foreclose the
liens and security interests securing payment hereof or exercise any of its
other rights hereunder or under any Loan Document or at law or in equity.  Failure to exercise any of such rights upon
default shall not constitute a waiver of the right to exercise any of them at
any time.  Maker hereby agrees that all
rights, remedies and recourses afforded to Holder by reason of this Note or
otherwise are separate and cumulative and may be pursued separately,
successively or concurrently, as occasion therefor shall arise, and are
nonexclusive and shall in no way limit or prejudice any other legal or
equitable right, remedy or recourse which Holder may have. If after default
this Note is placed in the hands of an attorney for collection, or if collected
through judicial proceedings, Maker shall pay, in addition to the sums referred
to above, reasonable attorneys’ fees and all other reasonable costs incurred by
Holder in collection of the unpaid amounts due hereunder.


 


If
more than one person or entity executes this Note as Maker, all of said parties
shall be jointly and severally liable for the repayment of the indebtedness
evidenced hereby.  Maker and all
sureties, endorsers, guarantors and any other party now or hereafter liable for
the payment of this Note in whole or in part, hereby severally (i) waive
demand, presentment for payment, notice of nonpayment, protest, notice of
protest, notice of intent to accelerate, notice of acceleration and all other
notice, filing of suit and diligence in collecting this Note or enforcing any
of the security herefor, (ii) agree to any substitution, subordination,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon, (iii) agree that Holder shall not be
required first to institute suit or exhaust its remedies hereon against Maker
or others liable or to become liable hereon or to enforce its rights against
them or any security herefor, and (iv) consent to any extension or
postponement of time of payment of this Note and to any other indulgence with
respect hereto without notice thereof to any of them.


 


This
Note shall be governed by and construed in accordance with the laws of the
State of Delaware, and is intended to be performed in accordance with, and only
to the extent permitted by, such laws. 
If any provision of this Note  or
the application thereof to any extent, be invalid or unenforceable, neither the
remainder of this Note nor the application of such provision to any other
person or circumstances shall be affected thereby, but rather the same shall be
enforced to the greatest extent permitted by law.


 


THIS
NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


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IN WITNESS WHEREOF, Maker has duly executed this
Note as of the date first above written.


 


	
   

  	
  CRDENTIA CORP., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  James J. TerBeest

  
	
   

  	
  Name:

  	
    James J.
  TerBeest

  
	
   

  	
  Title:

  	
        CFO

  
					



 


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