Exhibit 10.30

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                      AGREEMENT AND PLAN OF REORGANIZATION

                                  by and among

                                 CRDENTIA CORP.,

                                   CRDE CORP.,

                         TRAVMED ACQUISITION CORPORATION

                                       and

                               TRAVMED USA, INC.,

                    and the Shareholders of TRAVMED USA, Inc.

                              dated March 28, 2005
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<PAGE>

                                                                   Exhibit 10.30
                                TABLE OF CONTENTS

                                                                          Page

ARTICLE I DEFINITIONS........................................................1
  1.1.  Defined Terms........................................................1
  1.2.  Construction of Certain Terms and Phrases............................9
ARTICLE II THE MERGER........................................................9
  2.1.  The Merger...........................................................9
  2.2.  Effective Time.......................................................9
  2.3.  Effect of the Merger................................................10
  2.4.  Articles of Incorporation; Bylaws...................................10
  2.5.  Directors and Officers..............................................10
  2.6.  Effect on Capital Stock/Merger Consideration........................10
  2.7.  Exchange Procedure..................................................14
  2.8.  Closing.............................................................15
  2.9.  Exemption from Registration.........................................17
  2.10. Authorization of the Shareholder Representative.....................17
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................18
  3.1.  Organization of the Company.........................................18
  3.2.  Capital Stock of the Company........................................19
  3.3.  Ownership of Shares.................................................19
  3.4.  Authority of the Company............................................19
  3.5.  No Affiliates.......................................................20
  3.6.  No Conflicts........................................................20
  3.7.  Consents and Governmental Approvals and Filings.....................20
  3.8.  Books and Records...................................................20
  3.9.  Company Financial Statements........................................21
  3.10. Absence of Changes..................................................21
  3.11. No Undisclosed Liabilities..........................................21
  3.12. Tangible Personal Property..........................................21
  3.13. Benefit Plans; ERISA................................................22
  3.14. Real Property.......................................................23
  3.15. Proprietary Information of Third Parties............................23
  3.16. Compliance with Legal Requirements; Governmental Authorizations.....23
  3.17. Legal Proceedings; Orders...........................................25
  3.18. Contracts...........................................................26
  3.19. Accounts Receivable.................................................28
  3.20. Accounts Payable....................................................28
  3.21. Equipment...........................................................28
  3.22. Insurance...........................................................28
  3.23. Tax Matters.........................................................29
  3.24. Labor and Employment Relations......................................30
  3.25. Certain Employees...................................................31
  3.26. Absence of Certain Developments.....................................32
  3.27. Customers...........................................................33
  3.28. Bank Accounts.......................................................33

                                      -i-
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                                                                   Exhibit 10.30

  3.29. Permits.............................................................33
  3.30. Regulatory Compliance...............................................34
  3.31. Third Party Consents................................................34
  3.32. Relationships with Related Persons..................................34
  3.33. Certain Payments....................................................34
  3.34. Brokers.............................................................35
  3.35. Verification of Credentials.........................................35
  3.36. Existing Indebtedness...............................................35
  3.37. Material Misstatements and Omissions................................35
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, CRDE AND
ACQUISITION CO. ............................................................36
  4.1.  Organization........................................................36
  4.2.  Authority...........................................................36
  4.3.  Litigation..........................................................36
  4.4.  Reports and Financial Statements....................................36
  4.5.  No Conflicts........................................................37
  4.6.  Consents and Governmental Approvals and Filings.....................37
  4.7.  Absence of Certain Changes or Events................................37
  4.8.  Brokers.............................................................38
  4.9.  Parent Common Stock.................................................38
  4.10. Operation of Acquisition Co.........................................38
  4.11. Absence of Undisclosed Liabilities..................................38
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS................38
  5.1.  Requisite Power and Authority.......................................38
  5.2.  Investment Representations..........................................38
  5.3.  Transfer Restrictions...............................................39
  5.4.  Market Standoff.....................................................40
  5.5.  Filings.............................................................40
ARTICLE VI ADDITIONAL AGREEMENTS............................................41
  6.1.  Access to Information...............................................41
  6.2.  Public Announcements; Company Literature............................41
  6.3.  Fees and Expenses...................................................41
  6.4.  Confidentiality.....................................................41
  6.5.  Parent Common Stock Legend..........................................42
  6.6.  Collection of Accounts Receivable...................................42
  6.7.  Future Liabilities; Indemnification.................................42
  6.8.  Non-Competition Agreement...........................................42
  6.9.  Conduct of Business of Company Post-Closing.........................43
  6.10. Notification of Audits..............................................43
ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER........................44
  7.1.  Conditions to Each Party's Obligations to Effect the Merger.........44
  7.2.  Conditions to the Obligations of the Company........................44
  7.3.  Conditions to the Obligations of Parent and Acquisition Co..........45
ARTICLE VIII TERMINATION; AMENDMENT; WAIVER.................................46
  8.1.  Termination.........................................................46
  8.2.  Effect of Termination...............................................46

                                      -ii-
<PAGE>

                                                                   Exhibit 10.30

  8.3.  Amendment...........................................................47
  8.4.  Extension; Waiver...................................................47
ARTICLE IX ACTIONS BY THE PARTIES AFTER THE CLOSING.........................47
  9.1.  Survival of Representations, Warranties, Etc........................47
  9.2.  Indemnification.....................................................47
  9.3.  Offset Rights; Notice of Claim......................................49
  9.4.  Non-Exclusivity.....................................................49
ARTICLE X ARBITRATION.......................................................50
  10.1. Arbitration.........................................................50
ARTICLE XI MISCELLANEOUS....................................................50
  11.1. Further Assurances..................................................50
  11.2. Notices.............................................................50
  11.3. Entire Agreement....................................................51
  11.4. Waiver..............................................................51
  11.5. Amendment...........................................................51
  11.6. No Third Party Beneficiary..........................................52
  11.7. No Assignment; Binding Effect.......................................52
  11.8. Headings............................................................52
  11.9. Severability........................................................52
  11.10 Governing Law.......................................................52
  11.11 Consent to Jurisdiction and Forum Selection.........................52
  11.12 Construction........................................................52
  11.13 Counterparts........................................................52
  11.14 Attorney's Fees.....................................................53

                             SCHEDULES AND EXHIBITS

Schedule

Company Disclosure Schedule

Exhibits

Exhibit A   -   Articles of Merger

Exhibit B   -   Forms of Convertible Subordinated Promissory Note

Exhibit C   -   Non-Competition and Non-Solicitation Agreement - Robert Litton

Exhibit D   -   Company Secretary Certificate

Exhibit E   -   Release

Exhibit F   -   Opinion of Company Counsel to Company

Exhibit G   -   Subordination Agreement

Exhibit H   -   Parent Secretary Certificate

Exhibit I   -   Acquisition Co. Secretary Certificate

Exhibit J   -   Information Certificate

                                     -iii-
<PAGE>

                                                                   Exhibit 10.30

Exhibit K   -   Registration Rights Agreement

Exhibit L   -   Employment Agreement - Robert Litton

Exhibit M   -   Non-Competition and Non-Solicitation Agreement - Steve Williams

Exhibit N   -   Assignment Agreement

Exhibit O   -   First Amendment to the Lease Agreement

Exhibit P   -   Administrative Sharing Agreement

                                      -iv-
<PAGE>

                                                                   Exhibit 10.30

                      AGREEMENT AND PLAN OF REORGANIZATION

     This Agreement and Plan of  Reorganization  (this  "Agreement") is made and
entered  into as of March 28,  2005,  by and among  Crdentia  Corp.,  a Delaware
corporation  ("Parent"),  CRDE Corp., a Delaware  corporation  and  wholly-owned
subsidiary of Parent ("CRDE"), TRAVMED Acquisition Corporation, a North Carolina
corporation and a wholly-owned  subsidiary of CRDE ("Acquisition  Co."), TRAVMED
USA,  Inc., a North Carolina  corporation  (the  "Company"),  Steve Williams and
Robert Litton who currently  constitute all of the  Shareholders  of the Company
(individually a "Shareholder" and collectively, the "Shareholders").

                                    RECITALS:

     A. Upon the terms and subject to the  conditions  of this  Agreement and in
accordance with the North Carolina  Business  Corporation Act (the  "Controlling
Act"),  CRDE,  Acquisition  Co.  and the  Company  will  enter  into a  business
combination  transaction  pursuant to which  Acquisition Co. will merge with and
into the Company (the "Merger").

     B. The Board of Directors of Parent and CRDE each has (i)  determined  that
the Merger is  consistent  with and in  furtherance  of the  long-term  business
strategy of Parent and CRDE and fair to, and in the best  interests of,  Parent,
CRDE and their respective  shareholders,  and (ii) approved this Agreement,  the
Merger and the other transactions contemplated by this Agreement.

     C. The Board of Directors of the Company (i) has determined that the Merger
is consistent with and in furtherance of the long-term  business strategy of the
Company  and  fair  to,  and in the  best  interests  of,  the  Company  and its
Shareholders,  and (ii) has approved  this  Agreement,  the Merger and the other
transactions contemplated by this Agreement.

     D.  The  Shareholders  of  the  Company  have  unanimously   approved  this
Agreement, the Merger and the other transactions contemplated by this Agreement.

     E. CRDE,  the sole  Shareholder  of  Acquisition  Co.,  has  approved  this
Agreement, the Merger and other transactions contemplated by this Agreement.

     F. Parent,  CRDE,  Acquisition Co., the Company and the Shareholders desire
to  make  certain   representations  and  warranties  and  other  agreements  in
connection with the Merger.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and promises  contained herein,  and for other good and valuable  consideration,
the receipt and sufficiency of which is hereby acknowledged,  the parties hereto
agree as follows:

                                      -1-
<PAGE>

                                                                   Exhibit 10.30

                                    ARTICLE I
                                   DEFINITIONS

     1.1. Defined Terms. As used in this Agreement,  the following defined terms
have the meanings indicated below:

     "AAA" has the meaning set forth in Section 10.1.

     "ACCOUNTS PAYABLE" has the meaning set forth in Section 3.20.

     "ACCOUNTS RECEIVABLE" means all accounts receivable of the Company that are
reflected  on  the  Interim  Financial  Statements  and  all  unbilled  accounts
receivable relating to the Company's operations prior to the Cut-Off.

     "ACQUISITION  CO." has the meaning set forth in the first paragraph of this
Agreement.

     "ACQUISITION  CO.  COMMON  STOCK"  has the  meaning  set  forth in  Section
2.6(c)(iii).

     "ACTIONS OR PROCEEDINGS" means any action, suit,  proceeding,  arbitration,
Order,  inquiry,  hearing,  assessment  with  respect to fines or  penalties  or
litigation (whether civil, criminal, administrative,  investigative or informal)
commenced, brought, conducted or heard by or before, or otherwise involving, any
Governmental or Regulatory Authority.

     "AFFILIATE"  means,  with respect to any Person, a Family Member or another
Person  that  directly,  or  indirectly  through  one  or  more  intermediaries,
controls, is controlled by or is under common control with such Person.

     "AGREEMENT"  has the  meanings  set  forth in the first  paragraph  of this
Agreement and in Section 2.2.

     "ARTICLE" has the meaning set forth in Section 1.2.

     "ARTICLES OF MERGER" has the meaning set forth in Section 2.2.

     "ASSETS AND PROPERTIES" and "Assets or Properties" of any Person each means
all assets and  properties  of every kind,  nature,  character  and  description
(whether  real,  personal  or mixed,  whether  tangible or  intangible,  whether
absolute,  accrued,  contingent,  fixed or  otherwise  and  wherever  situated),
including  the  goodwill  related  thereto,  operated,  owned or  leased by such
Person,  including,  without  limitation,  cash, cash equivalents,  accounts and
notes receivable,  chattel paper, documents,  instruments,  general intangibles,
real estate, equipment, inventory, goods and Intellectual Property.

     "BENEFIT  PLAN" means any Plan  established,  arranged or maintained by the
Company or any corporate group of which the Company is or was a member, existing
at the Closing Date or prior  thereto,  to which the Company  contributes or has
contributed,  or under which any employee, officer, director or former employee,
officer or  director of the Company or any  beneficiary  thereof is covered,  is
eligible for coverage or has benefit rights.

     "BOOKS AND RECORDS" of any Person means all files, documents,  instruments,
papers,  books,  computer files  (including but not limited to files stored on a
computer's hard drive or on floppy disks),  electronic  files and records in any
other  medium  relating to the  business,  operations,  accounting  practices or
condition of such Person.

     "BUSINESS DAY" means a day other than Saturday,  Sunday or any day on which
banks located in the State of Texas are authorized or obligated to close.

                                      -2-
<PAGE>

                                                                   Exhibit 10.30

      "CAR" has the meaning set forth in Section 10.1.

      "CASH CONSIDERATION" has the meaning set forth in Section 2.6(b)(i).

      "CLOSING" has the meaning set forth in Section 2.8(a).

      "CLOSING DATE" has the meaning set forth in Section 2.8(a).

      "CODE"  means  the  Internal  Revenue  Code of 1986,  as  amended  and any
Treasury Regulations promulgated thereunder.

      "COMPANY"  has the  meaning  set  forth  in the  first  paragraph  of this
Agreement.

      "COMPANY COMMON STOCK" has the meaning set forth in Section 3.2(a) of this
Agreement.

      "COMPANY  DISCLOSURE  SCHEDULE"  means the  disclosure  schedule  attached
hereto which sets forth the  exceptions to the  representations  and  warranties
contained in Article III hereof and certain other information called for by this
Agreement.

      "COMPANY FINANCIAL STATEMENTS" means (i) the audited balance sheets of the
Company and the related audited  statements of income and retained  earnings for
the fiscal  periods  ended  December 31, 2003 and  December  31, 2002,  (ii) the
unaudited balance sheet of the Company and the related  unaudited  statements of
income and retained  earnings for the fiscal period ended  December 31, 2004 and
(iii) the Interim Financial Statements.

      "CONSENT"  means any approval,  consent,  ratification,  waiver,  or other
authorization (including any Governmental Authorization).

      "CONFIDENTIALITY  AGREEMENT" means the certain  confidentiality  agreement
between RBC Centura  Investment  Banking Group ("RBC") and Parent dated December
9, 2004.

      "CONTEMPLATED  TRANSACTIONS" means all of the transactions contemplated by
this Agreement,  including:  (a) the Merger;  (b) the execution,  delivery,  and
performance of the  Non-Competition  Agreements,  the Subordination  Agreements,
Registration Rights Agreement,  Employment Agreement,  and the Releases; (c) the
performance by Parent,  CRDE and the Company of their  respective  covenants and
obligations  under this Agreement;  and (d) CRDE's  acquisition and ownership of
the Company Common Stock and exercise of control over the Company.

      "CONTRACT"  means  any  agreement,  contract,   obligation,   promise,  or
undertaking  (whether  written or oral and whether  express or implied)  that is
legally binding.

      "CONVERSION SHARES" has the meaning set forth in Section 2.9.

      "COPYRIGHTS"  has the meaning set forth in the definition of "Intellectual
Property."

      "CRDE" has the meaning set forth in the first paragraph of this Agreement.

                                      -3-
<PAGE>

                                                                   Exhibit 10.30

      "CUT-OFF" means 12 midnight of March 27, 2005.

      "DAMAGES" has the meaning set forth in Section 9.2(a).

      "DEFINED  BENEFIT PLAN" means each Benefit Plan which is subject to Part 3
of Title I of ERISA, Section 412 of the Code or Title IV of ERISA.

      "EFFECTIVE TIME" has the meaning set forth in Section 2.2.

      "ENCUMBRANCES" means any mortgage, pledge, assessment,  security interest,
deed of trust,  lease, lien, adverse claim,  equitable  interest,  levy, charge,
community property interest,  right of first refusal or other encumbrance of any
kind, or any conditional sale or title retention agreement or other agreement to
give any of the foregoing in the future.

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, and the rules and regulations promulgated thereunder.

      "ERISA  AFFILIATE"  means any  entity  which is a member of a  "controlled
group of  corporations"  or  which is or was  under  "common  control"  with the
Company as defined in Section 414 of the Code.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "EXISTING INDEBTEDNESS" has the meaning set forth in Section 3.36.

      "FAMILY MEMBER" of an individual Person means (i) the individual's  spouse
and  former  spouses,  (ii) any  other  natural  person  who is  related  to the
individual or the  individual's  spouse within the second degree,  and (iii) any
other natural person who resides with such individual.

      "FINAL DATE" has the meaning set forth in Section 8.1(b).

      "FIRST INCREASE" has the meaning set forth in Section 2.6(e)(i).

      "FIRST MEASUREMENT PERIOD" has the meaning set forth in Section 2.6(e)(i).

      "GAAP" means United States generally accepted  accounting  principles,  as
currently  in  effect,  applied  on a basis  consistent  with the basis on which
Parent's audited financial statements are prepared.

      "GOVERNMENTAL AUTHORIZATION" means any approval, consent, license, permit,
waiver,  or  other  authorization  issued,  granted,  given  or  otherwise  made
available by or under the authority of any Governmental or Regulatory  Authority
or pursuant to any Legal Requirement.

      "GOVERNMENTAL  OR  REGULATORY   AUTHORITY"  means  any  court,   tribunal,
arbitrator,  authority, agency, commission, official or other instrumentality of
the United States or other country,  any state,  county, city or other political
subdivision.

      "INDUSTRY  ACQUISITIONS"  means  acquisitions  by Parent or any  Affiliate
thereof of temporary health staffing companies or travel nurse companies.

                                      -4-
<PAGE>

                                                                   Exhibit 10.30

      "INTELLECTUAL PROPERTY" means (i) trademarks,  service marks, trade dress,
logos,  trade  names  and  corporate  names,  together  with  all  translations,
adaptations,  derivations  and  combinations  thereof and including all goodwill
associated  therewith,  and all  applications,  registrations  and  renewals  in
connection  therewith  (collectively,  "Trademarks"),  (ii)  trade  secrets  and
confidential  business  information  (including  without  limitation,  know-how,
customer lists,  current and  anticipated  customer  requirements,  price lists,
market studies, business plans), however documented;  (iii) proprietary computer
software  and  programs  (including  object  code and  source  code)  and  other
proprietary rights and copies and tangible embodiments thereof (in whatever form
or medium); (iv) database  technologies,  systems,  structures and architectures
(and related processes, formulae, compositions, improvements, devices, know-how,
inventions,  discoveries, concepts, ideas, designs, methods and information) and
any other related information,  however, documented; (v) any and all information
concerning  the  business  and affairs of a Person  (which  includes  historical
financial  statements,   financial  projections  and  budgets,   historical  and
projected  sales,  capital spending budgets and plans, the names and backgrounds
of key personnel and personnel  training and techniques and materials),  however
documented; (vi) any and all notes, analysis, compilations,  studies, summaries,
and other material  prepared by or for a Person containing or based, in whole or
in part, on any information included in the foregoing,  however documented;  and
(vii) any similar or equivalent rights to any of the foregoing.

      "INTERIM FINANCIAL STATEMENTS" means the management prepared balance sheet
and the related  statement of income and retained  earnings for the Company,  in
each case, for the period beginning January 1, 2005 and ending on the Cut-Off.

      "KEY  EMPLOYEES"  means those  employees of the Company that Parent in its
sole discretion has designated as "key  employees"  prior to the Closing and set
forth on Schedule 1.1(c) attached hereto.

      "KNOWLEDGE  OF THE COMPANY" or "Known to the Company"  means the knowledge
of any  officer  or  director  of the  Company  or any of the  Shareholders.  An
officer, director or Shareholder of the Company will be deemed to have Knowledge
of the  existence or absence of a  particular  fact or other matter if: (i) such
individual  is actually  aware of the existence or absence of such fact or other
matter; or (ii) a prudent  individual could be expected to discover or otherwise
become  aware of the  existence  or absence of such fact or other  matter in the
course of conducting a reasonably  comprehensive  investigation  concerning  the
existence or absence of such fact or other matter.

      "KNOWLEDGE  OF THE PARENT" or "Known to the Parent" means the knowledge of
any officer or director of the Parent.  An officer or director of Parent will be
deemed to have  Knowledge  of a  particular  fact or other  matter  if: (i) such
individual  is actually  aware of such fact or other  matter;  or (ii) a prudent
individual  could be expected to discover or otherwise become aware of such fact
or  other  matter  in  the  course  of  conducting  a  reasonably  comprehensive
investigation concerning the existence of such fact or other matter.

      "LANDLORD"  means L&W  Holding  Company,  LLC,  a North  Carolina  limited
liability company.

                                      -5-
<PAGE>

                                                                   Exhibit 10.30

      "LEGAL REQUIREMENT" means any federal, state, local,  municipal,  foreign,
international,  multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute or treaty.

      "LIABILITIES" has the meaning set forth in Section 3.11.

      "LOAN  AND  SECURITY  AGREEMENT"  means  that  certain  Loan and  Security
Agreement by and between the  Shareholders  and the Company,  dated  November 3,
2004 which will be  automatically  released  (without any further  action on the
part of any Person) upon the  satisfaction of the amounts owed to  Shareholders'
Lender at Closing.

      "MATERIAL  ADVERSE  CHANGE" or "MATERIAL  ADVERSE  EFFECT" means,  for any
Person, a material  adverse effect whether  individually or in the aggregate (a)
on  the  business,  operations,  financial  condition,  Assets  and  Properties,
liabilities  or  commercial  prospects of such Person,  or (b) on the ability of
such Person to consummate the transactions contemplated hereby.

      "MERGER" has the meaning set forth in the first recital of this Agreement.

      "NON-COMPETITION AGREEMENT" means the Non-Competition and Non-Solicitation
Agreements by and between the Parent and each of the Shareholders.

      "NOTE" has the meaning set forth in Section 2.6(b)(ii).

      "NOTE CONSIDERATION" has the meaning set forth in Section 2.6(b)(ii).

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

      "ORDINARY  COURSE OF  BUSINESS"  means the action of a Person  that is (i)
consistent  with the past  practices of such Person and is taken in the ordinary
course of the normal day-to-day  operations of such Person; (ii) not required to
be  authorized  by the board of directors of the Company;  and (iii)  similar in
nature and  magnitude to actions  customarily  taken,  without the action of the
board of  directors  or  similar  body,  in the  ordinary  course of the  normal
day-to-day  operations of other Persons that are in the same line of business as
the Company.

      "OTCBB"  shall  mean  the  regulated  quotation  service  known as the OTC
Bulletin Board.

      "OUTSTANDING  COMPANY  COMMON  STOCK" has the meaning set forth in Section
2.6(a).

      "PARENT"  has  the  meaning  set  forth  in the  first  paragraph  of this
Agreement.

      "PARENT GROUP" has the meaning set forth in Section 9.2(a).

      "PARENT'S LENDER" means, collectively,  Bridge Healthcare Finance, LLC and
Bridge Opportunity  Finance,  LLC its Affiliates and any successor or assigns of
any of such entities, and any future secured lender of Parent or an Affiliate of
Parent as long as such successor, assign or future lender becomes a party to the
Subordination  Agreement  to  the  same  extent  as  the  aforementioned  Bridge
entities.

      "PARENT SEC DOCUMENTS" means each form,  report,  schedule,  statement and
other  document  filed by the Parent  beginning  in August 2003 through the date
immediately  prior to the date of this  Agreement  under the Exchange Act or the
Securities Act, including any amendment to such document.

                                      -6-
<PAGE>

                                                                   Exhibit 10.30

      "PERMITS"  means  all  licenses,   permits,   certificates  of  authority,
authorizations,  approvals, registrations and similar consents granted or issued
by any Governmental or Regulatory Authority.

      "PERMITTED ENCUMBRANCE" means (a) any Encumbrance for taxes not yet due or
delinquent or being contested in good faith by appropriate proceedings for which
adequate  reserves have been  established  in  accordance  with GAAP and (b) any
minor imperfection of title or similar  Encumbrance which individually or in the
aggregate with other such Encumbrances does not impair the value of the property
subject to such  Encumbrance  or the use of such  property in the conduct of the
business of the Company.

      "PERSON"  means any  natural  person,  corporation,  general  partnership,
limited partnership, limited liability company,  proprietorship,  other business
organization, trust, union, association or Governmental or Regulatory Authority.

      "PLAN" means any bonus,  incentive  compensation,  deferred  compensation,
pension,  profit  sharing,  retirement,  stock  purchase,  stock  option,  stock
ownership,  stock appreciation rights, phantom stock, leave of absence,  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 or arrangement of
any kind, whether written or oral, including,  but not limited to, any "employee
benefit plan" within the meaning of Section 3(3) of ERISA.

      "PROCEEDING" means any action, arbitration, audit, hearing, investigation,
litigation, or suit (whether civil, criminal,  administrative,  investigative or
informal)  commenced,  brought,  conducted,  or heard by or before, or otherwise
involving, any Governmental or Regulatory Authority.

      "QUALIFIED  PLAN"  means each  Benefit  Plan which is  intended to qualify
under Section 401 of the Code.

      "REAL PROPERTY" has the meaning set forth in Section 3.14.

      "REGISTRATION  RIGHTS  AGREEMENT"  has the  meaning  set forth in  Section
2.6(e)(iv).

      "RELATED PARTY LOANS" mean the outstanding loans due and payable as of the
Cut-Off to the Company by (a) the Shareholders as the same are offset against an
amount payable by the Company to the  Shareholders  in the amount of $194,000 as
of December 31, 2004 plus any accrued and unpaid  interest  since that date, (b)
Team Staffing International, LLC, and (c) Trans Continental Consulting, LLC.

                                      -7-
<PAGE>

                                                                   Exhibit 10.30

      "RELEASE" has the meaning set forth in Section 2.8(b)(iv).

      "SEC" means the Securities & Exchange Commission of the United States.

      "SECOND INCREASE" has the meaning set forth in Section 2.6(e)(ii).

      "SECTION" has the meaning set forth in Section 1.2.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      "SHAREHOLDER REPRESENTATIVE" has the meaning set forth in Section 2.10(a).

      "SHAREHOLDERS"  has the meaning set forth in the first  paragraph  of this
Agreement.

      "SHAREHOLDERS' LENDER" means Capital Tempfunds, Inc.

      "STARK I" has the meaning set forth in Section 3.30.

      "STARK II" has the meaning set forth in Section 3.30.

      "STOCK CERTIFICATES" has the meaning set forth in Section 2.7(a).

      "SUBORDINATION   AGREEMENT"   has  the   meaning   set  forth  in  Section
2.8(b)(viii).

      "SURVIVING CORPORATION" has the meaning set forth in Section 2.1.

      "TAX" (and, with  correlative  meaning,  "Taxes,"  "Taxable" and "Taxing")
means (i) any federal,  state,  local or foreign  income,  alternative or add-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 windfall
profit tax, custom, duty or other tax, governmental fee or other like assessment
or charge of any kind  whatsoever,  together  with any  interest or any penalty,
addition to tax or additional  amount imposed by any  Governmental or Regulatory
Authority  responsible for the imposition of any such tax (domestic or foreign),
(ii) any liability for payment of any amounts of the type  described in (i) as a
result of being a member of an affiliated,  consolidated,  combined,  unitary or
other group for any Taxable  period and (iii) any  liability  for the payment of
any amounts of the type  described  in (i) or (ii) as a result of any express or
implied obligation to indemnify any other Person.

      "TAX RETURN" means any return,  report,  information  return,  schedule or
other  document  (including  any  related or  supporting  information)  filed or
required to be filed with respect to any taxing authority with respect to Taxes.

      "THIRD PARTY EXPENSES" has the meaning set forth in Section 6.3.

                                      -8-
<PAGE>

                                                                   Exhibit 10.30

      "THREATENED" means a claim,  Proceeding,  dispute,  action or other matter
will be deemed to have been  "Threatened"  if any demand or  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  circumstances  exist that would
lead a prudent  Person to  reasonably  conclude  that such a claim,  Proceeding,
dispute, action, or other matter has a reasonable probability of being asserted,
commenced, taken, or otherwise pursued in the foreseeable future.

      "TRADEMARKS"  has the meaning set forth in the definition of "Intellectual
Property."

      "TRAVELING  NURSE  BUSINESS"  means the business of providing  "traveling"
temporary  health  staffing,   including  nurses,  operating  room  technicians,
licensed  practical  nurses,  certified nurse assistants,  physical  therapists,
occupational   therapists,   speech  therapists  and  radiology   technologists;
excluding, specifically from such definition any of the aforementioned personnel
provided  on a  "per-diem"  basis other than to the extent  such  personnel  are
provided  pursuant to  contracts  or  agreements  relating  thereto to which the
Company is a party as of the  Cut-Off (as such  contracts  may be renewed in the
future in the name of the  Surviving  Corporation).which  business  shall not be
excluded.  As used herein:  (i) the terms  "traveling" and "per-diem" shall have
the meaning ascribed to such terms by the temporary healthcare staffing industry
in the United States of America.

      "UNITED STATES PERSON" has the meaning set forth in Section 3.23(h).

      1.2. CONSTRUCTION OF CERTAIN TERMS AND PHRASES. Unless the context of this
Agreement otherwise requires, (a) words of any gender include each other gender;
(b) words  using the  singular  or plural  number  also  include  the  plural or
singular number,  respectively;  (c) the terms "hereof,"  "herein," "hereby" and
derivative  or  similar  words  refer to this  entire  Agreement;  (d) the terms
"Article"  or  "Section"  refer to the  specified  Article  or  Section  of this
Agreement;  (e) the  term  "or"  has,  except  where  otherwise  indicated,  the
inclusive meaning  represented by the phrase "and/or;" and (f) "including" means
"including  without  limitation."  Whenever this Agreement refers to a number of
days,  such  number  shall  refer to  calendar  days  unless  Business  Days are
specified.  All accounting  terms used in this Agreement which are not otherwise
defined shall have the meanings given to them under GAAP.

                                   ARTICLE II
                                   THE MERGER

      2.1. THE MERGER.  At the Effective  Time and subject to and upon the terms
and  conditions  of  this  Agreement  and  the  applicable   provisions  of  the
Controlling Act,  Acquisition Co. shall be merged with and into the Company, the
separate  corporate  existence  of  Acquisition  Co. shall cease and the Company
shall  continue  as the  surviving  corporation.  The  Company as the  surviving
corporation  after  the  Merger  is  hereinafter  sometimes  referred  to as the
"Surviving Corporation."

      2.2.  EFFECTIVE  TIME.  Subject to the provisions of this  Agreement,  the
parties  hereto  shall cause the Merger to be  consummated  by the filing of the
articles and plan of merger substantially in the form attached hereto as Exhibit
A (the  "Articles of Merger")  with the Secretary of State of the State of North
Carolina in accordance with the relevant  provisions of the Controlling Act (the
time of acceptance  by the Secretary of State of the State of North  Carolina of
such  filing,  or such later time as may be agreed in writing by the parties and
specified  in the  Articles of Merger,  being the  "Effective  Time") as soon as
practicable on the Closing Date. Unless the context otherwise requires, the term
"Agreement"  as  used  herein  refers  collectively  to this  Agreement  and the
Articles of Merger.

                                      -9-
<PAGE>

                                                                   Exhibit 10.30

      2.3. EFFECT OF THE MERGER. At the Effective Time, the effect of the Merger
shall be as provided in this  Agreement  and the  applicable  provisions  of the
Controlling Act.  Without limiting the generality of the foregoing,  and subject
thereto, at the Effective Time all the property, rights, privileges,  powers and
franchises  of the  Company  and  Acquisition  Co.  shall vest in the  Surviving
Corporation,   and  all  debts,  liabilities  and  duties  of  the  Company  and
Acquisition Co. shall become the debts,  liabilities and duties of the Surviving
Corporation.

      2.4. ARTICLES OF INCORPORATION; BYLAWS.

            (a)  At  the  Effective  Time,  the  Articles  of  Incorporation  of
Acquisition  Co.  shall  be the  Articles  of  Incorporation  of  the  Surviving
Corporation,  except  that  Article I thereof  shall be  amended  to read in its
entirety as follows: "The name of the Corporation is TRAVMED USA, Inc."

            (b) At the Effective  Time, the Bylaws of  Acquisition  Co. shall be
the Bylaws of the Surviving Corporation, except that the Bylaws shall be amended
to reflect that the name of the  Surviving  Corporation  shall be "TRAVMED  USA,
Inc."

      2.5. DIRECTORS AND OFFICERS.  The directors of Acquisition Co. immediately
prior to the  Effective  Time shall be the initial  directors  of the  Surviving
Corporation,   each  to  hold  office  in   accordance   with  the  Articles  of
Incorporation  and Bylaws of the Surviving  Corporation,  until their respective
successors  are duly  elected  or  appointed  and  qualified.  The  officers  of
Acquisition  Co.  immediately  prior to the Effective  Time shall be the initial
officers of the Surviving  Corporation,  each to hold office in accordance  with
the Articles or  Incorporation  and Bylaws of the Surviving  Corporation,  until
their successors are duly elected or appointed or qualified.

      2.6. EFFECT ON CAPITAL STOCK/MERGER CONSIDERATION.

            (a)  Conversion of Company Common Stock.  At the Effective  Time, by
virtue of the Merger and  without  any  action on the part of any  Person,  each
share of the Company Common Stock issued and  outstanding  immediately  prior to
the Effective  Time (the  "OUTSTANDING  COMPANY COMMON STOCK") shall be canceled
and  automatically  converted  into the right to receive,  upon surrender of the
certificates   representing   such  shares,   a  ratable  portion  of  the  Cash
Consideration  and Note  Consideration as determined in Section 2.6(b) below. At
the Effective  Time,  all rights in respect of such  Outstanding  Company Common
Stock  shall  cease  to  exist,  other  than  the  right  to  receive  the  Cash
Consideration   and  Note   Consideration,   and  any  other  additional  merger
consideration as determined in Section 2.6(d) below and all such shares shall be
cancelled and retired. Each share of capital stock of Acquisition Co. issued and
outstanding  immediately prior to the Effective Time shall be converted into the
right to receive one share of the Surviving Corporation.

            (b) Merger  Consideration.  Subject to Section 2.6 (d) and (e),  the
merger  consideration  consists of and is valued at  $6,430,980.00  (the "MERGER
CONSIDERATION") and will be paid on the Closing Date as follows:

                                      -10-
<PAGE>

                                                                   Exhibit 10.30

                  (i) Cash  Consideration.  Fifty  percent  (50%) of the  Merger
Consideration  shall  be  paid  in  cash  (the  "CASH   CONSIDERATION")  to  the
Shareholders  based on their pro rata share of the Merger  Consideration by wire
transfer  to the  Shareholders  or by  cashier's  checks  drawn upon a federally
insured lending institution on the Closing Date; and

                  (ii) Note Consideration.  The remaining fifty percent (50%) of
the Merger Consideration (the "NOTE CONSIDERATION") shall be paid in the form of
a three-year convertible  subordinated  promissory note (the "NOTE") in the form
attached  hereto as  Exhibit B issued by the Parent to the  Shareholders  in the
aggregate original principal amount of the Note Consideration.  The Parent shall
issue a Note to each  Shareholder in accordance with their pro rata share of the
Merger Consideration.

            (c) Actions at the Effective Time. At the Effective Time:

                  (i)  Except  for  the   securities   referred  to  in  Section
2.6(c)(ii)  below,   each  share  of  Outstanding   Company  Common  Stock  will
automatically, by virtue of the Merger and without any action on the part of the
holder  thereof,  be canceled and converted  into a right to receive from Parent
the Cash  Consideration  and the Note  Consideration in the amount as determined
pursuant to this Section 2.6.

                  (ii) Each share of Company  Common  Stock held in the treasury
of  the  Company  shall  be  canceled  and  retired   without   payment  of  any
consideration therefor.

                  (iii)  Each  share  of  common   stock  of   Acquisition   Co.
("ACQUISITION CO. COMMON STOCK") issued and outstanding immediately prior to the
Effective  Time shall be converted  into and exchanged  for one validly  issued,
fully paid and non-assessable share of common stock of the Surviving Corporation
and  shall  constitute  the  only  shares  of  capital  stock  of the  Surviving
Corporation outstanding immediately after the Effective Time.

            (d) Related  Party Loans;  Accounts  Receivable/Payable;  Additional
Merger Consideration.  The Parent recognizes and agrees that,  immediately prior
to Closing, the Company will (at the option of the Company),  either forgive all
or part of the  Related  Party  Loans or  distribute  all or part of same to the
Shareholders  or all or  part of the  Related  Party  Loans  will  otherwise  be
satisfied and  simultaneously  therewith the  Shareholders  shall release and do
hereby  agree to release the Loan and  Security  Agreement  which will be deemed
released  upon the  payment by Parent of the amounts  owed to the  Shareholders'
Lender at Closing  without  any  further  action  being  required on part of any
Person;  provided,  at the request of Parent, the Shareholders shall execute and
deliver to Parent any  releases  (including  any UCC  releases)  or  instruments
necessary to fully release the Loan and Security Agreement.  At Closing,  Parent
shall  payoff the balance of the loan owed and payable to  Shareholders'  Lender
using the proceeds of the Accounts Receivable.  The foregoing provisions of this
Section  2.6(d) have been  approved  by Parent  based on the  understanding  and
agreement of the Company and the  Shareholders  that:  (A) as of the Cut-Off the
Company will not have any indebtedness, liabilities or obligations of any nature
whatsoever that relate to the Company's operations prior to the Cut-Off, whether
secured or  unsecured,  other than the trade  payables,  whether or not invoices
therefor  have been  received by the Company  prior to the Closing for which the
Company shall have sufficient cash (or Accounts Receivable which are collectible
in due course and as to which Parent shall not

                                      -11-
<PAGE>

                                                                   Exhibit 10.30

assume  any  collection  risk  such  risk  being  specifically  retained  by the
Shareholders)  to meet its  payment  obligations,  and to satisfy  all  Accounts
Payable as of the  Cut-Off as such  Accounts  Payable  may become  due;  (B) the
Shareholders  shall be responsible  for all wages,  obligations  and liabilities
arising out of the operations of the Company  through the Cut-Off and the Parent
shall be responsible  for all wages,  obligations and liabilities of the Company
arising after the Cut-Off;  (C) all the Accounts Receivable of the Company as of
the Closing Date shall be available to the Parent to satisfy the amounts owed to
the Shareholder's  Lenders, to satisfy Accounts Payable,  and to satisfy any and
all other  liabilities of the Company  incurred prior to the Cut-Off that relate
to the Company's operations prior to the Cut-Off; (D) within ninety (90) days of
the Closing  Date,  Parent shall provide the  Shareholders  an accounting of all
Accounts Receivable collected, all amounts paid to the Shareholders' Lender, all
amounts  paid to settle the Accounts  Payable as of the  Cut-Off,  and all other
amounts  paid to settle any and all other  liabilities  incurred  by the Company
prior to the  Cut-Off  that  relate  to the  Company's  operations  prior to the
Cut-Off;  and (E) to the extent there shall be an excess of Accounts Receivable,
plus the  following,  all of which shall be  determined  as of the Cut-Off:  (a)
deposits (as  reflected  on the Interim  Financial  Statements)  and (b) prepaid
expenses and cash and cash  equivalents  (as reflected on the Interim  Financial
Statements) and rent expense,  group insurance  expense,  other expenses paid in
advance (and reflected on the Interim Financial  Statements) other expenses paid
in advance (and reflected on the Interim Financial Statements), as such expenses
relate to the Company's  operations  after the Cut-Off over all payments made to
settle all of the aforementioned liabilities,  the Parent shall, along with such
accounting,  tender  any  such  excess  to the  Shareholders  or if  there  is a
shortfall,  Parent  shall be  entitled  to receive a prompt  payment of the full
amount of any such  shortfall  from the  Shareholders;  provided,  to the extent
Shareholders  shall fail to pay any such  shortfall,  Parent may, at its option,
offset any such  shortfall  against any amounts  next due and payable  under the
Notes. For purposes of collection risk associated with Accounts Receivable,  any
amounts comprising the Accounts  Receivable that are not collected within ninety
(90) days of Closing shall be deemed uncollectible.

            (e) Future Contingent Payments.

                  (i) To the extent the  revenue  generated  from the  Company's
operations  during the first  twelve  (12) months  ended March 31, 2006  ("FIRST
MEASUREMENT  PERIOD")  shall be higher  than the  revenue  generated  (x) by the
Company  during the twelve  (12)  months  ended March 31, 2005 plus (y) from the
Existing  Business  during the period  January 1, 2005  through  March 31,  2005
annualized  ("BASE PERIOD") (such positive  difference herein referred to as the
"FIRST  INCREASE")  but not  otherwise,  Shareholders  shall be  entitled  (on a
pro-rata  basis in  accordance  with  each  Shareholder's  share  of the  Merger
Consideration)  to receive from the Parent  one-half (1/2) of the First Increase
in the form of validly issued,  fully paid and  non-assessable  shares of Parent
Common  Stock to be  delivered  to the  Shareholders  at such time as the Parent
shall have  finalized  its  determination  of the First  Increase as provided in
Section  2.6(e)(iii).  For  purposes of this  Section  2.6(e)(i),  the number of
Parent  Common  Stock  required to be issued shall be  determined  by taking the
average of the  closing  prices of the Parent  Common  Stock as  reported on the
OTCBB or other stock  exchange or  quotation  system for the last  fifteen  (15)
trading days ending two (2) days prior to the date of issuance of Parent  Common
Stock pursuant to this Section 2.6(e)(i).

                                      -12-
<PAGE>

                                                                   Exhibit 10.30

                  (ii) To the extent the revenue  generated  from the  Company's
operations  during  the  twelve  (12)  months  ending  March 31,  2007  ("SECOND
MEASUREMENT Period") shall be higher than the revenue generated during the FIRST
Measurement  Period (such positive  difference herein referred to as the "Second
INCREASE")  but not  otherwise,  Shareholders  shall be entitled  (on a pro-rata
basis in accordance with each Shareholder's  share of the Merger  Consideration)
to receive from the Parent  one-half (1/2) of the Second Increase in the form of
validly issued,  fully paid and non-assessable  shares of Parent Common Stock to
be delivered to the Shareholders at such time as the Parent shall have finalized
its determination of the Second Increase as provided in Section 2.6(e)(iii). For
purposes of this Section 2.6(e)(ii),  the number of Parent Common Stock required
to be issued shall be determined by taking the average of the closing  prices of
the Parent  Common  Stock as reported  on the OTCBB or other  stock  exchange or
quotation  system for the last  fifteen  (15)  trading  days ending two (2) days
prior to the date of issuance of Parent  Common  Stock  pursuant to this Section
2.6(e)(ii).  Notwithstanding the provisions of this Section  2.6(e)(ii),  in the
event  there shall have been a decline in revenue  during the First  Measurement
Period as compared to the Base  Period,  then for  purposes of  calculating  the
Second Increase,  if any, under this Section  2.6(e)(ii),  the First Measurement
Period will be replaced by the Base Period for purposes of said calculation.

                  (iii)  The  amounts  of the  First  Increase  and  the  Second
Increase  shall be  determined  by the Parent  acting in good faith.  Unless the
Shareholders  notify the Parent,  within  fifteen (15) days after receipt of the
statement or reports  used by the Parent to  determine  the amounts of the First
Increase  or the Second  Increase,  that  Shareholders  disagree  with  Parent's
computation,  the  determinations  of the Parent shall be binding and conclusive
for purposes of this Agreement.  The Parent shall provide the Shareholders  with
reasonable  access to the Books and Records of the Parent to verify the Parent's
determinations  with  respect to the First  Increase,  the Second  Increase  and
number of Parent  Common Stock  payable to the  Shareholder  pursuant to Section
2.6(e)(i) and (ii).

                  (iv) If the Shareholders object to the Parent's computation of
the First Increase or the Second Increase by providing notice in accordance with
Section  2.6(e)(iii),  the amount of the First  Increase or the Second  Increase
shall be determined by negotiation  between the Parent and Shareholders.  If the
Parent  and  Shareholders  are unable to reach  agreement  within  fifteen  (15)
business days after such  notification,  the  determination of the amount of the
First  Increase  or the  Second  Increase  for the period in  question  shall be
determined using the binding arbitration procedure prescribed in Article X.

                  (v) The  parties  acknowledge  and  agree  that  for the  sole
purpose of determining the amounts under Section 6.2(e)(i) and (ii), immediately
after  Closing,  Parent  will  combine its  existing  Traveling  Nurse  Business
("EXISTING  BUSINESS")  with that of the Company under the supervision of Robert
Litton (one of the  Shareholders).  To minimize  the  possibility  of any future
disputes  as to the amount of the First  Increase  or the Second  Increase,  the
parties  hereby  agree that all of the revenue to be  generated  by the combined
operations shall be attributed to the operations of the Company.

                                      -13-
<PAGE>

                                                                   Exhibit 10.30

                  (vi)  The   Shareholders   and  Parent   shall  enter  into  a
"REGISTRATION RIGHTS AGREEMENT" (herein so called)  substantially in the form of
Exhibit K providing  that Parent shall (at the sole expense of the  Shareholders
which  shall  include  any  filing  fees)  prepare  and  file  with  the  SEC  a
registration statement for an offering to be made on a continuous basis pursuant
to Rule 415 (or any  appropriate  similar  rule that may be  adopted by the SEC)
under  the  Securities  Act  covering  the  Parent  Common  Stock  issued to the
Shareholders pursuant to Section 2.6(e).

                  (vii) Notwithstanding anything to the contrary written herein,
in the event:  (A) Robert  Litton's  employment  with the Company is  terminated
before  the  expiration  of the  Second  Measurement  Period  via (x)  voluntary
termination of such employment by Robert Litton,  or (y) termination "for cause"
as such term is defined in the Employment Agreement;  and (B) the Parent (acting
in its sole discretion) does not promptly  following such termination hire Steve
Williams in replacement of Robert Litton;  then the Parent's  obligation to make
any payments  under Section  2.6(e) shall  immediately  terminate;  provided any
earned but unpaid amounts prior to any such  termination  of employment  will be
paid in accordance with the provisions of Section 2.6(e).

      2.7. EXCHANGE PROCEDURE.

            (a) At the Effective Time,  holders of Company Common Stock shall be
entitled  to  receive  in  exchange  therefor  the Cash  Consideration  and Note
Consideration to which such holder of Company Common Stock is entitled  pursuant
to Section 2.6 above.  It is  specifically  agreed and understood by the parties
that Stock  Certificates are being held by the Shareholders'  Lender but will be
delivered by the Shareholders by no later than ten (10) days of the Closing Date
and the  provisions  of Section  2.7(a) are subject to this  qualification.  The
Stock Certificates so surrendered shall forthwith be canceled.  No interest will
accrue or be paid to the holder of any Company Common Stock.  From and after the
Effective  Date,  until  surrendered as  contemplated  by this Section 2.7, each
Stock  Certificate  shall be deemed for all  corporate  purposes to evidence the
amount of the Cash  Consideration and Note  Consideration into which the Company
Common Stock represented by such Stock Certificate have been converted.

            (b) Except for any payments  required pursuant to Sections 2.6(d) or
(e), the Cash Consideration and Note Consideration  delivered upon the surrender
for exchange of Company  Common Stock in accordance  with the terms hereof shall
be deemed to have been delivered in full  satisfaction of all rights  pertaining
to such  Company  Common  Stock.  There  shall  be no  further  registration  of
transfers on the stock  transfer  books of the Surviving  Corporation of Company
Common Stock which were outstanding immediately prior to the Effective Time. If,
after the  Effective  Time,  Stock  Certificates  are presented to the Surviving
Corporation for any reason,  they shall be canceled and exchanged as provided in
this Section 2.7, provided that the presenting holder is listed on the Company's
Shareholder list as a holder of Company Common Stock.

            (c) In the event  that any  Stock  Certificates  evidencing  Company
Common Stock shall have been lost, stolen or destroyed,  the Parent shall pay in
exchange for such lost, stolen or destroyed Stock Certificates,  upon the making
of an affidavit of that fact by the holder thereof, such Merger Consideration as
may be required pursuant to Section 2.6 above;  provided,  however,  that Parent
may, in its  discretion  and as a condition  precedent to the issuance  thereof,
require  the owner of such  lost,  stolen or  destroyed  Stock  Certificates  to
deliver a bond in such sum as it may reasonably  direct as indemnity against any
claim that may be made against  Parent or the Exchange Agent with respect to the
Stock Certificates alleged to have been lost, stolen or destroyed.

                                      -14-
<PAGE>

                                                                   Exhibit 10.30

            (d)  Notwithstanding  anything to the  contrary in this Section 2.7,
none of the  Surviving  Corporation  or any  party  hereto  shall be liable to a
holder of Company Common Stock for any amount properly paid to a public official
pursuant to any applicable abandoned property, escheat or similar law.

            (e) Each of the Parent,  Acquisition  Co. and the Company  will take
all such reasonable and lawful acts as may be necessary or desirable in order to
effectuate the Merger in accordance with this Agreement as promptly as possible.
If, at any time after the  Effective  Time,  any further  action is necessary or
desirable to carry out the purposes of this  Agreement and to vest the Surviving
Corporation  with full right,  title and  possession  to all  assets,  property,
rights,  privileges,  powers and  franchises  of the  Company,  the officers and
directors of the Company and Acquisition Co. are fully authorized in the name of
the respective corporations or otherwise to take, and will take, all such lawful
and  necessary  action  so long as such  action  is not  inconsistent  with this
Agreement.

      2.8. CLOSING.

            (a) Time and Place.  The closing of the Merger under this  Agreement
(the  "CLOSING")  shall take place at the  offices of Kane,  Russell,  Coleman &
Logan, P.C., 1601 Elm Street,  Suite 3700, Dallas, Texas 75201, at 10:00 a.m. on
March 28, 2005, or at such time and in such manner as the parties mutually agree
(the  "CLOSING  DATE").  Except as  otherwise  provided in this  Agreement,  the
failure to consummate the merger  provided for in this Agreement on the date and
time  specified  herein  will not  relieve  any party to this  Agreement  of any
obligation under this Agreement.

            (b) Closing  Deliveries by the Company and the Shareholders.  At the
Closing,  the  Company  and the  Shareholders,  as the case may be,  shall  have
delivered or caused to be delivered to Parent,  CRDE and/or  Acquisition Co., as
the case may be:

                  (i) the Articles of Merger, duly executed by the Company;

                  (ii) the  Non-Competition  Agreement by and between Parent and
Robert  Litton,  substantially  in the form of Exhibit C, duly  executed by such
parties;

                  (iii)  a   certificate   of  the   Secretary  of  the  Company
substantially  in the form of Exhibit D attached  hereto,  certifying  as of the
Closing Date (A) a true and complete copy of the organizational documents of the
Company  certified  as of a  recent  date by the  Secretary  of  State  of North
Carolina,  (B) a certificate of each  appropriate  Secretary of State certifying
the good standing of the Company in its state of incorporation and all states in
which it is  qualified  to do  business1,  (C) a true and  complete  copy of the
resolutions of the board of directors of the Company and the  resolutions of the
Shareholders  of the  Company,  each  authorizing  the  execution,  delivery and
performance  of  this  Agreement  by the  Company  and the  consummation  of the
transactions contemplated hereby and (D) incumbency matters;

--------
1     It is  specifically  agreed that the  certificates  required under Section
      2.8(b)(iii)(B)  shall be ordered by the  Shareholders (at their sole cost)
      prior to  Closing  but must be  received  by the  Parent by no later  than
      thirty (30) days of the Closing Date.

                                      -15-
<PAGE>

                                                                   Exhibit 10.30

                  (iv) a Release by each of the  Shareholders,  substantially in
the form of Exhibit E attached  hereto (the  "RELEASE"),  duly  executed by each
Shareholder;

                  (v)  resignation  letter of each of the officers and directors
of the Company, dated effective as of the Closing;

                  (vi) an opinion of  Kilpatrick  Stockton  LLP,  counsel to the
Company  and the  Shareholders,  substantially  in the form  attached  hereto as
Exhibit F with respect to matters  contained  in Article III and other  relevant
matters;

                  (vii) a listing of the amount of Note  Consideration  and Cash
Consideration  to be paid at the  Closing to each  Person  entitled to receive a
portion  thereof  pursuant to the terms  hereof to be  attached as Schedule  2.8
hereto;

                  (viii)  a   Subordination   Agreement   by  each   Shareholder
substantially in the form of Exhibit G (each, a "SUBORDINATION AGREEMENT");

                  (ix) an Information Certificate in the form of Exhibit J;

                  (x) the  Registration  Rights Agreement in the form of Exhibit
K;

                  (xi) the Employment  Agreement (between the Company and Robert
Litton) in the form of Exhibit L;

                  (xii) the Non-Competition  Agreement by and between Parent and
Steve Williams in the form of Exhibit M, duly executed by such parties;

                  (xiii) the Assignment  Agreement  covering 21 nurses  (between
Team Staffing International, LLC and the Company) in the form of Exhibit N;

                  (xiv) the First  Amendment  to the  Lease  Agreement  (between
Landlord  and the  Company) in the form of Exhibit O,  provided in the event the
same has not been  finalized  by the  parties  by the  Closing  Date it shall be
mutually negotiated in good-faith and finalized by the parties after Closing and
will not constitute an item to be delivered at Closing;  provided,  further, the
first year  (beginning  with April 1, 2005) rent to be charged by Landlord under
said Lease Agreement shall not exceed $120,000 on an annual basis;

                  (xv)  the  Administrative   Sharing  Agreement  (between  Team
Staffing International,  LLC and the Company) in the form of Exhibit P, provided
in the event the same has not been  finalized by the parties by the Closing Date
it shall be mutually  finalized  (acting in  good-faith)  by the  parties  after
Closing and will not constitute an item to be delivered at Closing;

                  (xvi) a consent of Landlord in form and substance satisfactory
to Parent's Lender; and

                                      -16-
<PAGE>

                                                                   Exhibit 10.30

                  (xvii) such other  documents as Parent or Parent's  Lender may
reasonably  request  for the purpose of  facilitating  the  consummation  of the
Contemplated Transactions.

            (c) Closing  Deliveries  By Parent.  At the  Closing,  Parent,  CRDE
and/or Acquisition Co., as the case may be, shall have delivered or caused to be
delivered to the Company and/or the Shareholders, as the case may be:

                  (i) the Non-Competition Agreement, duly executed by Parent and
each Shareholder in the forms of Exhibit C and Exhibit M;

                  (ii) the Note  Consideration  and Cash  Consideration for each
Shareholder as set forth on Section 2.8 of the Company Disclosure Schedule;

                  (iii) a certificate of the Secretary of CRDE  substantially in
the form of Exhibit H attached  hereto,  certifying as of the Closing Date (A) a
true and complete copy of the organizational documents of CRDE certified as of a
recent date by the Secretary of State of Delaware,  (B) a true and complete copy
of the resolutions of the board of directors of CRDE  authorizing the execution,
delivery and  performance of this Agreement by CRDE and the  consummation of the
transactions contemplated hereby and (C) incumbency matters; and

                  (iv)  a  certificate  of  the  Secretary  of  Acquisition  Co.
substantially  in the form of Exhibit I attached  hereto,  certifying  as of the
Closing Date (A) a true and  complete  copy of the  organizational  documents of
Acquisition Co., (B) a true and complete copy of the resolutions of the board of
directors and shareholder of Acquisition Co. authorizing the execution, delivery
and performance of this Agreement by Acquisition Co. and the consummation of the
transactions contemplated hereby and (C) incumbency matters;

                  (v) the  Registration  Rights Agreement in the form of Exhibit
K; and

                  (vi) the Employment  Agreement (between the Company and Robert
Litton) in the form of Exhibit L.

      2.9.  EXEMPTION FROM  REGISTRATION.  Based on the  representations  of the
Shareholders  to the Parent  regarding their  respective  investor  status,  the
parties  acknowledge  that the issuance of the Parent Common Stock issuable upon
conversion  of  the  Notes  (the  "Conversion   Shares")  will  be  exempt  from
registration  requirements  of  the  Securities  Act  pursuant  to  the  private
placement  exemption provided by Rule 505 and/or 506 of Regulation D promulgated
under  the  Securities  Act  and/or  Section  4(2) of the  Securities  Act,  and
applicable state securities laws.

      2.10. AUTHORIZATION OF THE SHAREHOLDER REPRESENTATIVE.

            (a) Robert  Litton  (one of the  Shareholders)  (and each  successor
appointed in accordance with this Section 2.10) is hereby appointed,  authorized
and  empowered  to act as the  stockholder  representative  (when acting in such
capacity,  the "SHAREHOLDER  REPRESENTATIVE") on behalf of the Shareholders,  in
connection  with  and  to  facilitate  the   consummation  of  the  transactions
contemplated by this Agreement,  which powers shall include, without limitation:
(i) to deliver all  certificates  representing the Company Common Stock tendered
therewith to Parent; (ii) to prosecute,  negotiate, defend, agree to, enter into
settlements  and  comprises  of, and comply  with orders of courts and awards of
arbitrators  with respect to  indemnification  claims or other disputes  arising
under this  Agreement;  (iii) to resolve any  indemnification  claims under this
Agreement;  and (iv) to make,  execute,  acknowledge  and deliver all such other
agreements,  guarantees,  orders,  receipts,  endorsements,  notices,  requests,
instructions,  certificates,  stock powers, letters and other writings,  and, in
general,  to do any and all  things  and to take  any and all  actions  that the
Shareholder  Representative  in his sole and absolute  discretion,  may consider
necessary or proper or  convenient in connection  with the  consummation  of the
transactions contemplated by this Agreement.

                                      -17-
<PAGE>

                                                                   Exhibit 10.30

      Accordingly, the Shareholder Representative shall have unlimited authority
and power to act on behalf of the  Shareholders  with respect to this  Agreement
and  the  disposition,   settlement  or  other  handling  of  all  disputes  and
indemnification  claims,  and other rights or obligations  arising from or taken
pursuant to this Agreement.  Each Shareholder will be bound by all actions taken
by the  Shareholder  Representative  in  connection  with  this  Agreement.  The
Shareholder Representative shall not be liable to any Shareholder for any costs,
damages  or  expenses  incurred  in  connection  with  the  performance  of  his
responsibilities hereunder, except to the extent such costs, damages or expenses
arise  from  the  Shareholder  Representative's  intentional  misconduct,  gross
negligence or fraudulent acts.

      The grant of  authority  provided for in this Section 2.10 is coupled with
an interest and is being granted,  in part, as an inducement to Parent, CRDE and
Acquisition  Co. to enter  into this  Agreement,  and shall be  irrevocable  and
survive the death,  incompetency,  bankruptcy or liquidation of any  Shareholder
and shall be binding upon any successor thereto.

      Parent,  CRDE,  Acquisition Co. and Surviving  Corporation  shall have the
right to rely upon all actions  taken or omitted to be taken by the  Shareholder
Representative  pursuant to this Agreement or any applicable ancillary document,
and notwithstanding  anything herein to the contrary,  Parent, CRDE, Acquisition
Co. and Surviving  Corporation  shall not have any  responsibility or obligation
whatsoever to any  Shareholder  or to any other party with respect to or arising
out of the actions taken or any inaction by the Shareholder Representative.

            (b) If the  Shareholder  Representative  is unable or unavailable to
perform his duties hereunder,  a successor  Shareholder  Representative shall be
selected  by a  majority  (based  on  percentage  of  stock  ownership)  of  the
Shareholders of the Company.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

      The Company and each of the Shareholders, jointly and severally, represent
and warrant to Parent,  CRDE and Acquisition Co. as of the date hereof and as of
the Closing Date as follows:

                                      -18-
<PAGE>

                                                                   Exhibit 10.30

      3.1.  ORGANIZATION  OF THE  COMPANY.  The  Company is a  corporation  duly
organized, validly existing, and in good standing under the laws of the State of
North  Carolina.  The Company is duly  authorized to conduct  business and is in
good standing in the State of North  Carolina and each  jurisdiction  where such
qualification  is  required  except  for any  jurisdiction  where  failure so to
qualify would not have a Material  Adverse Effect upon the Company.  The Company
has full power and authority, and holds all Permits and authorizations necessary
to carry on its business and to own and use the Assets and Properties  owned and
used by the Company except where the failure to have such power and authority or
to hold such Permit or authorization would not have a Material Adverse Effect on
the Company's business. The Company has delivered to Parent correct and complete
copies of its charter documents and organizational documents, each as amended to
date.

      3.2. CAPITAL STOCK OF THE COMPANY.

            (a) The  authorized  capital  stock of the  Company  consists of (i)
100,000 shares of common stock, no par value ("COMPANY COMMON STOCK"),  of which
2,000 shares are issued and outstanding as of the date hereof; (ii) no shares of
capital  stock of the  Company  in  treasury;  and (iii) no shares of  preferred
stock. Each share of the issued and outstanding  capital stock of the Company is
duly authorized, validly issued, fully paid and nonassessable. Section 3.2(a) of
the  Company  Disclosure  Schedule  sets  forth a  complete  and  accurate  list
specifying   the  number  of  shares  of  Company  Common  Stock  held  by  each
Shareholder.

            (b)  There  are  no   subscriptions,   options,   warrants,   calls,
commitments and other rights of any kind for the purchase or acquisition of, and
any  securities  convertible  or  exchangeable  for,  any  capital  stock of the
Company,  including the holder  thereof,  the number of shares of Company Common
Stock subject thereto,  the exercise price, date of grant,  vesting schedule and
expiration thereof and any terms regarding the acceleration of vesting thereof.

            (c) Except as provided in Section  3.2(c) of the Company  Disclosure
Schedule, there are no agreements to which the Company is a party or by which it
is bound with  respect  to the  voting  (including  voting  trusts or  proxies),
registration under the Securities Act, or sale or transfer (including agreements
relating to  pre-emptive  rights,  rights of first  refusal,  co-sale  rights or
"drag-along"  rights) of any securities of the Company.  To the Knowledge of the
Company,  there are no agreements  among other parties,  to which the Company is
not a party and by which it is not bound,  with respect to the voting (including
voting trusts or proxies) or sale or transfer (including  agreements relating to
rights  of  first  refusal,  co-sale  rights  or  "drag-along"  rights)  of  any
securities of the Company.

      3.3.  OWNERSHIP  OF  SHARES.  Except  as set forth in  Section  3.3 of the
Company Disclosure  Schedule,  each of the Shareholders owns beneficially and of
record  that  number of shares of Company  Common  Stock  listed  opposite  such
Shareholder's  name in Section 3.2(a) of the Company Disclosure  Schedule,  free
and clear of all Encumbrances,  and has good and valid title to such shares. The
delivery of the stock  certificate(s)  representing the Outstanding Common Stock
in the manner provided in Section 2.7 will transfer to the Parent good and valid
title thereto free and clear of all Encumbrances.

      3.4.  AUTHORITY OF THE COMPANY.  The Company has all  necessary  power and
authority and has taken all action  necessary to enter into this  Agreement,  to
consummate the transactions  contemplated  hereby and to perform its obligations
hereunder and no other  proceedings  on the part of the Company are necessary to
authorize this Agreement or to consummate the transactions  contemplated hereby.
This  Agreement has been duly and validly  executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company enforceable
against  the  Company  in  accordance  with its terms  except  (i) as limited by
applicable bankruptcy, insolvency, reorganization,  moratorium and other laws of
general  application  affecting  enforcement of creditors'  rights generally and
(ii) as limited by laws relating to the  availability  of specific  performance,
injunctive relief or other equitable remedies.

                                      -19-
<PAGE>

                                                                   Exhibit 10.30

      3.5.  NO  AFFILIATES.  Except  as  listed in  Section  3.5 of the  Company
Disclosure  Schedule,  the Company does not have any Affiliates or  subsidiaries
and is not a partner in any partnership or a party to a joint venture.

      3.6.  NO  CONFLICTS.  The  execution  and  delivery by the Company of this
Agreement does not, and the performance by the Company of its obligations  under
this Agreement and the consummation of the transactions contemplated hereby will
not:

            (a)  conflict  with or result in a violation or breach of any of the
terms,  conditions  or  provisions  of the  charter  documents,  bylaws or other
organizational documents of the Company;

            (b) conflict with or result in a violation or breach of, or give any
Governmental  or Regulatory  Authority the right to revoke,  withdraw,  suspend,
cancel,  termination or modify any term or provision of any law, Order,  Permit,
statute, rule or regulation applicable to the Company, the business or Assets or
Properties of the Company or the capital stock of the Company Common Stock;

            (c) result in a breach  of, or default  under (or give rise to right
of termination,  modification,  cancellation or  acceleration)  under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
agreement, lease or other similar instrument or obligation to which the Company,
any of its Assets  and  Properties  or the  Company  Common  Stock may be bound,
except for such  breaches  or  defaults  as set forth in  Section  3.6(c) of the
Company Disclosure  Schedule as to which requisite waivers or consents will have
been obtained by the Closing Date;

            (d)  cause any of the  Assets or  Properties  of the  Company  to be
reassessed or revalued by any taxing authority or any Governmental or Regulatory
Authority;

            (e) result in an imposition or creation of any Encumbrance or Tax on
the business or Assets or Properties of the Company or the Company Common Stock.

      3.7. CONSENTS AND GOVERNMENTAL APPROVALS AND FILINGS. No consent, approval
or action of, filing with or notice to any Governmental or Regulatory  Authority
on the part of the  Company  is  required  in  connection  with  the  execution,
delivery  and  performance  of  this  Agreement  or  the   consummation  of  the
transactions contemplated hereby.

      3.8. BOOKS AND RECORDS.  The minute books and other  corporate  records of
the Company as made  available to Parent  contain a true and complete  record of
all  actions  taken  at all  meetings  and by all  written  consents  in lieu of
meetings of the  Shareholders,  the boards of directors  and  committees  of the
boards of directors of the Company.  The Company has delivered or made available
true and complete  copies of each document which has been requested by Parent or
its counsel in connection with their legal and accounting review of the Company.
To the Knowledge of the Company,  the stock  transfer  ledgers and other similar
records of the Company  accurately reflect all issuances and record transfers in
the capital stock of the Company. The Books and Records of the Company are true,
correct and complete,  represent  bonafide  business  transactions and have been
maintained  in  accordance  with  sound  business  practices,  including  to the
Knowledge  of the Company  the  maintenance  of an  adequate  system of internal
controls.

                                      -20-
<PAGE>

                                                                   Exhibit 10.30

      3.9. COMPANY FINANCIAL STATEMENTS. The Company has previously delivered to
Parent the Company  Financial  Statements and the pro-forma income statement for
twelve (12) months  ended  December 31, 2004 a copy of which is attached as part
of  Section  3.9 of the  Company  Disclosure  Schedule.  The  Company  Financial
Statements  (i) are  materially  true,  correct  and  complete,  (ii) other than
Interim Financial Statements, have been prepared in accordance and in conformity
with GAAP,  and (iii)  fairly  present the  financial  condition  and results of
operations of the Company as of the respective dates thereof and for the periods
covered  thereby  (except  Interim  Financial  Statements  are subject to normal
period-end   adjustments,   accruals,  and  lack  footnotes  and  certain  other
presentation  items);   provided,   however,  the  parties  hereto  specifically
acknowledge that the Interim Financial  Statements are unaudited and prepared by
the management of the Company and that  immediately  prior to the Effective Time
the Related Party Loans will be satisfied,  forgiven or distributed as dividends
in accordance with Section 2.6(d).

      3.10.  ABSENCE OF CHANGES.  Except for the  execution and delivery of this
Agreement and the  transactions to take place pursuant hereto on or prior to the
Closing Date,  since December 31, 2004,  there has not been any Material Adverse
Change, or any event or development  which,  individually or together with other
such events, could reasonably be expected to result in a Material Adverse Effect
on the Company.

      3.11. NO UNDISCLOSED  LIABILITIES.  Except as disclosed in Section 3.11 of
the Company Disclosure  Schedule or in the Company Financial  Statements,  there
are no liabilities,  whether known or unknown,  whether  asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether liquidated
or  unliquidated,  and whether  due or to become  due,  whether or not of a kind
required  by GAAP to be set  forth  on a  financial  statement  or on the  notes
thereto,   including   but  not  limited  to  any   liability   for  Taxes  (the
"Liabilities"),  nor any basis for any claim  against  the  Company for any such
liabilities,  relating  to or  affecting  the  Company  or any of its Assets and
Properties,  other than such liabilities incurred after December 31, 2004 in the
Ordinary  Course of Business  which have not had,  and could not  reasonably  be
expected to result in,  individually  or in the  aggregate,  a Material  Adverse
Effect on the Company. To the Knowledge of the Company there is no circumstance,
condition,  event or arrangement that may hereafter give rise to any liabilities
of the Company or any successor to its business except in the Ordinary Course of
Business or is otherwise set forth on in Section 3.11 of the Company  Disclosure
Schedule.

      3.12. TANGIBLE PERSONAL PROPERTY.  The Company is in possession of and has
good and  marketable  title  to, or has valid  leasehold  interests  in or valid
rights  under  written  agreements  to  use,  all  tangible  personal  property,
equipment,  plants, buildings,  structures,  facilities and all other Assets and
Properties  used in or  reasonably  necessary  for the conduct of the  Company's
business,  including  all tangible  personal  property  reflected on the Company
Financial Statements and any tangible personal property acquired since that date
other  than  property  disposed  of since  such date in the  Ordinary  Course of
Business.  All such tangible personal property,  equipment,  plants,  buildings,
structures, facilities and all other assets and properties are listed in Section
3.12  of  the  Company  Disclosure  Schedule  and  are  free  and  clear  of all
Encumbrances,  other than Permitted  Encumbrances  which have not had a Material
Adverse Effect on the Company.

                                      -21-
<PAGE>

                                                                   Exhibit 10.30

      3.13. BENEFIT PLANS; ERISA.

            (a) Section  3.13(a) of the Company  Disclosure  Schedule lists each
Benefit Plan together with a brief  description  of the type of plan and benefit
provided thereunder.  The Company has no commitment,  proposal, or communication
to employees  regarding  the creation of an  additional  Plan or any increase in
benefits  under any Benefit Plan.  The Company has provided to Parent (i) a copy
of each Benefit Plan (including  amendments) and a list of persons participating
in such arrangement,  (ii) the three most recent annual reports on the Form 5500
series for each  Benefit  Plan  required  to file such report and (iii) the most
recent trustee's report for each Benefit Plan funded through a trust.

            (b) Neither the Company,  an ERISA Affiliate or predecessor  thereof
has ever  maintained,  contributed  to or been  obligated to  contribute  to any
Defined  Benefit Plan or  multiemployer  plan (as defined in Section  (3)(37) or
4001(a)(3)  of ERISA) and no condition  exists that  presents a material risk to
the Company or an ERISA  Affiliate  of  incurring a liability  under Title IV of
ERISA.

            (c) Each Benefit  Plan has been  operated  and  administered  in all
material respects in accordance with its terms and, 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 the Code). The reserves reflected in the
Company  Financial  Statements  for the  obligations  of the  Company  under all
Benefit Plans are adequate and were determined in accordance with GAAP.

            (d) Each Qualified Plan has received a determination letter from the
Internal  Revenue  Service  confirming that it qualifies under Section 401(a) of
the Code and nothing has occurred  since the issuance of that letter which would
adversely affect such qualified status or the plan sponsor's  ability to rely on
such determination letter.

            (e) No Benefit Plan provides benefits,  including without limitation
death or medical benefits  (whether or not insured),  with respect to current or
former employees of the Company or any ERISA Affiliate beyond their  termination
of service  (other than (i) coverage  mandated by applicable  law, (ii) benefits
under  a  Qualified  Plan,  (iii)  deferred  compensation  benefits  accrued  as
liabilities on the books of the Company or any ERISA  Affiliate or (iv) benefits
the full cost of which is borne by any current or former employee (or his or her
beneficiary)).

            (f)  The  consummation  of the  transactions  contemplated  by  this
Agreement  will not,  either  immediately  or upon the  occurrence  of any event
thereafter, (i) entitle any current or former employee or officer or director of
the Company or any ERISA Affiliate to severance pay,  unemployment  compensation
or any other  payment,  or (ii)  accelerate  the time of payment or vesting,  or
increase the amount of compensation otherwise due any such individual.

                                      -22-
<PAGE>

                                                                   Exhibit 10.30

            (g)  There  are no  pending  or, to the  Knowledge  of the  Company,
anticipated  or  threatened  claims by or on behalf of any Benefit  Plan, by any
employee or  beneficiary  covered  under any such  Benefit  Plan,  or  otherwise
involving any such Benefit Plan (other than routine claims for benefits).

      3.14. REAL PROPERTY.  The Company does not own any real property.  Section
3.14 of the Company  Disclosure  Schedule contains a complete and accurate legal
description of each parcel of real property  leased by the Company (as lessee or
lessor)  (the  "Real  Property")  and all  Encumbrances  (other  than  Permitted
Encumbrances)  relating to or  affecting  the Real  Property.  The Company has a
valid leasehold interest in all real property used in or relating to the conduct
of the  Company's  business,  free and  clear  of all  Encumbrances  other  than
Permitted  Encumbrances.  The  Company  has  rights of ingress  and egress  with
respect  to the  Real  Property,  and  all  buildings,  structures,  facilities,
fixtures  and other  improvements  thereon  material  for the  operation  of the
Company's  business.  Each lease with  respect to the Real  Property is a legal,
valid and binding  agreement of the Company  subsisting in full force and effect
enforceable  in  accordance  with its terms,  and except as set forth in Section
3.14 of the Company  Disclosure  Schedule,  there is no, and the Company has not
received notice of any,  default (or any condition or event which,  after notice
or lapse of time or both, would constitute a default) thereunder.

      3.15. PROPRIETARY INFORMATION OF THIRD PARTIES. No third party has claimed
that any Person  employed by or affiliated  with the Company in connection  with
and during the  Company's  operation  of its business has (i) violated or 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)
disclosed or may be disclosing  or utilized or may be utilizing any  proprietary
information or  documentation of such third party, or (iii) interfered or may be
interfering in the employment  relationship  between such third party and any of
its present or former employees.  No third party has requested  information from
the Company which  relates to such a claim.  Except as set forth in Section 3.15
of the Company Disclosure  Schedule,  to the Knowledge of the Company, no Person
employed by or  affiliated  with the Company in  connection  with and during the
Company's  ownership and operation of its business has employed any trade secret
or any  information or  documentation  proprietary to any former employer and no
Person  employed by or affiliated with the Company in connection with and during
the  Company's  ownership  and  operation  of  its  business  has  violated  any
confidential  relationship  which such Person may have had with any third party,
in connection  with the sale of any service or proposed  service of the Company,
and to the Knowledge of the Company, there is no reason to believe there will be
any such employment or violation.

      3.16. COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS.

            (a) Except as set forth in Section 3.16(a) of the Company Disclosure
Schedule:

                                      -23-
<PAGE>

                                                                   Exhibit 10.30

                  (i) the Company  is, and at all times since its  incorporation
has  been,  in  full  compliance  with  each  Legal  Requirement  that is or was
applicable to it or to the conduct or operation of its business or the ownership
or use of any of its Assets and  Properties  except where  failure to so comply,
individually  and in the  aggregate,  would not reasonably be expected to have a
Material Adverse Effect with respect to the Company;

                  (ii) no event has occurred or  circumstance  exists that (with
or without  notice or lapse of time) (A) may constitute or result in a violation
by the  Company of, or failure on the part of the  Company to comply  with,  any
Legal  Requirement,  or (B) may give rise to any  obligation  on the part of the
Company to undertake, or to bear all or any portion of the cost of, any remedial
action of any nature; and

                  (iii)  the  Company  has not  received  any  notice  or  other
communication  (whether  oral or written)  from any  Governmental  or Regulatory
Authority or any other Person regarding (A) any actual,  alleged,  possible,  or
potential violation of, or failure to comply with, any Legal Requirement, or (B)
any  actual,  alleged,  possible,  or  potential  obligation  on the part of the
Company to undertake, or to bear all or any portion of the cost of, any remedial
action of any nature.

            (b) Section 3.16(b) of the Company  Disclosure  Schedule  contains a
complete and accurate list of each  Governmental  Authorization  that is held by
the  Company  or that  otherwise  relates to the  business  of, or to any of the
Assets  and  Properties  owned  or  used  by,  the  Company.  Each  Governmental
Authorization  listed or required to be listed in Section 3.16(b) of the Company
Disclosure  Schedule  is valid and is in full  force and  effect.  Except as set
forth on Section 3.16(b) of the Company Disclosure Schedule:

                  (i)  the  Company  is,  and at all  times  has  been,  in full
compliance  with  all  of  the  terms  and  requirements  of  each  Governmental
Authorization  identified or required to be identified in Section 3.16(b) of the
Company Disclosure Schedule except where failure to so comply,  individually and
in the aggregate,  would not  reasonably be expected to have a Material  Adverse
Effect with respect to the Company;

                  (ii) no event has  occurred  or  circumstance  exists that may
(with or without notice or lapse of time) (A)  constitute or result  directly or
indirectly in a violation of or a failure to comply with any term or requirement
of any  Governmental  Authorization  listed or  required to be listed in Section
3.16(b) of the Company Disclosure Schedule, or (B) result directly or indirectly
in the revocation, withdrawal,  suspension,  cancellation, or termination of, or
any  modification to, any  Governmental  Authorization  listed or required to be
listed in Section 3.16(b) of the Company Disclosure Schedule;

                  (iii)  the  Company  has not  received  any  notice  or  other
communication  (whether  oral or written)  from any  Governmental  or Regulatory
Authority or any other Person regarding (A) any actual,  alleged,  possible,  or
potential  violation of or failure to comply with any term or requirement of any
Governmental Authorization,  or (B) any actual, proposed, possible, or potential
revocation,   withdrawal,   suspension,   cancellation,   termination   of,   or
modification to any Governmental Authorization; and

                                      -24-
<PAGE>

                                                                   Exhibit 10.30

                  (iv) all  applications  required  to have  been  filed for the
renewal of the  Governmental  Authorizations  listed or required to be listed in
Section  3.16(b) of the Company  Disclosure  Schedule  have been duly filed on a
timely basis with the appropriate  Governmental or Regulatory Authority, and all
other  filings  required  to have been made with  respect  to such  Governmental
Authorizations  have  been  duly  made on a timely  basis  with the  appropriate
Governmental  or Regulatory  Authority  other than those the failure of which to
obtain, possess or make would not have a Material Adverse Effect with respect to
the Company.

      The Governmental  Authorizations  listed in Section 3.16(b) of the Company
Disclosure   Schedule   collectively   constitute   all  of   the   Governmental
Authorizations  necessary to permit the company to lawfully  conduct and operate
its business in the manner it currently  conducts and operates such business and
to  permit  the  Company  to own and use its  assets  in the  manner in which it
currently  owns and uses such  assets  other than those the  failure of which to
obtain, possess or make would not have a Material Adverse Effect with respect to
the Company.

      3.17. LEGAL PROCEEDINGS; ORDERS.

            (a) Except as set forth in Section 3.17(a) of the Company Disclosure
Schedule, there is no pending Proceeding:

                  (i) that has been  commenced by or against the Company or that
otherwise  relates  to or may affect  the  business  of, or any of the Assets or
Properties owned or used by the Company; or

                  (ii)  that  challenges,   or  that  may  have  the  effect  of
preventing,  delaying, making illegal, or otherwise interfering with, any of the
Contemplated Transactions.

      To the  Knowledge  of  the  Company,  (1)  no  such  Proceeding  has  been
Threatened,  and (2) no event has occurred or circumstance  exists that may give
rise to or serve as a basis for the  commencement  of any such  Proceeding.  The
Company has delivered to Parent  copies of all  pleadings,  correspondence,  and
other  documents  relating to each  Proceeding  listed in Section 3.17(a) of the
Company  Disclosure  Schedule.  The Proceedings listed in Section 3.17(a) of the
Company  Disclosure  Schedule  will not have a  Material  Adverse  Effect on the
business, operations, assets, condition, or prospects of the Company.

            (b) Except as set forth in Section 3.17(b) of the Company Disclosure
Schedule:

                  (i) the  Company is not  subject to any Order that  relates to
the business  of, or any of the assets owned or used by, the Company  other than
any such  order  which,  individually,  or in the  aggregate,  would  not have a
Material Adverse Effect with respect to the Company; and

                  (ii) no officer,  director,  agent, or employee of the Company
is  subject  to any Order that  prohibits  such  officer,  director,  agent,  or
employee  from  engaging in or  continuing  any conduct,  activity,  or practice
relating to the business of the Company.

            (c) Except as set forth in Section 3.17(c) of the Company Disclosure
Schedule:

                                      -25-
<PAGE>

                                                                   Exhibit 10.30

                  (i)  the  Company  is,  and at all  times  has  been,  in full
compliance with all of the terms and  requirements of each Order to which it, or
any of the  Assets or  Properties  owned or used by it, is or has been  subject,
except where failure to so comply,  individually and in the aggregate, would not
reasonably  be expected to have a Material  Adverse  Effect with  respect to the
Company;

                  (ii) no event 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 comply  with any term or  requirement  of any Order to which the
Company,  or any of the Assets or  Properties  owned or used by the Company,  is
subject; and

                  (iii)  the  Company  has not  received  any  notice  or  other
communication  (whether  oral or written)  from any  Governmental  or Regulatory
Authority  or any other  Person  regarding  any actual,  alleged,  possible,  or
potential  violation of, or failure to comply with,  any term or  requirement of
any Order to which the Company, or any of the Assets or Properties owned or used
by the Company, is or has been subject.

      3.18. CONTRACTS.

            (a) Section 3.18 of the Company Disclosure  Schedule contains a true
and  complete  list of each of the  following  contracts,  agreements  or  other
arrangements  to which the  Company is a party or by which any of its Assets and
Properties is bound (and, to the extent oral,  accurately describes the terms of
such contracts, agreements and arrangements):

                  (i) all collective bargaining or similar labor agreements;

                  (ii) all contracts for the employment of any officer, employee
or other Person or entity on a full time,  part time,  consulting or other basis
and all independent contractor agreements;

                  (iii) all loan agreements,  indentures,  debentures,  notes or
letters of credit relating to the borrowing of money or to mortgaging,  pledging
or otherwise placing a lien on any material asset or material group of assets of
the Company;

                  (iv)  each  written  warranty,   guaranty,  or  other  similar
undertaking with respect to contractual performance extended by the Company;

                  (v) all leases or agreements under which the Company is lessee
or lessor of, or holds, or operates,  any property,  real or personal,  owned by
any other party;

                  (vi) all commitments,  contracts,  sales  contracts,  purchase
orders,  mortgage agreements or groups of related agreements with the same party
or any group or affiliated  parties  which require or may in the future  require
payment of any consideration by the Company;

                  (vii) all license agreements,  distribution  agreements or any
other agreements involving any of the Company's Intellectual Property, including
agreements  with  current  and  former  employees,  consultants  or  contractors
regarding the appropriation or the non-disclosure of any Intellectual Property;

                                      -26-
<PAGE>

                                                                   Exhibit 10.30

                  (viii)  each  joint  venture  partnership  and other  Contract
(however named) involving a sharing of profits,  losses, costs or liabilities by
the Company with any other Person;

                  (ix) any  Contract  for  payments  to or by any  Person by the
Company  based on sales,  purchases or profits,  other than direct  payments for
goods;

                  (x) each power of attorney  that is  currently  effective  and
outstanding;

                  (xi) each  Contract  entered  into other than in the  Ordinary
Course of Business that contains or provides for an express  undertaking  by the
Company to be responsible for consequential damages;

                  (xii) each  Contract  for  capital  expenditures  in excess of
$10,000;

                  (xiii) all  subscription  or other  agreements  related to the
equity ownership of the Company;

                  (xiv) all  contracts or  commitments  that in any way restrict
the Company from carrying on its business anywhere in the world;

                  (xv) all other  contracts and agreements  that (A) involve the
payment or potential payment in excess of $10,000,  pursuant to the terms of any
such contract or agreement,  by the Company and (B) cannot be terminated  within
30 days after  giving  notice of  termination  without  resulting in any cost or
penalty to the Company;

                  (xvi) all  contracts or  commitments  that in any way grants a
third party a right of first  refusal for the  purchase of the Company or any of
its Assets or Properties; and

                  (xvii) each amendment,  supplement,  and modification (whether
oral or written) in respect to any of the foregoing.

            (b) A correct and complete  copy of each  Contract  disclosed in the
Company  Disclosure  Schedule has been  previously  provided to Parent and CRDE.
Each  contract,   agreement  or  other  arrangement  disclosed  in  the  Company
Disclosure  Schedule is in full force and effect and constitutes a legal,  valid
and binding agreement, enforceable in accordance with its terms, of the Company,
and to the Knowledge of the Company,  the other parties thereto; and the Company
has performed all of its required  obligations under, and is not in violation or
breach of or default under, any such contract,  agreement or arrangement. To the
Knowledge of the Company,  the other parties to any such contract,  agreement or
arrangement  are not in  violation  or  breach  of or  default  under  any  such
contract, agreement or arrangement. To the Knowledge of the Company, none of the
present or former employees,  officers, directors or Shareholders of the Company
is a party to any oral or written contract or agreement  prohibiting any of them
from freely  competing with other parties or engaging in the Company's  business
as now  operated.  No event has  occurred or  circumstance  exists that (with or
without notice or the lapse of time) may contravene, conflict with, or result in
a violation or breach of, or give the Company or any other

                                      -27-
<PAGE>

                                                                   Exhibit 10.30

Person the right to  declare a default  or  exercise  any  remedy  under,  or to
accelerate the maturity or performance of, or to cancel, termination, or modify,
any  Contract to which the  Company is a party.  The Company has not given to or
received from any other Person any notice or other  communication  (whether oral
or written) regarding any actual,  alleged,  possible, or potential violation or
breach  of, or  default  under any  Contract.  There are no  renegotiations  of,
attempts to  renegotiate  or  outstanding  rights to  renegotiate  any  material
amounts paid or payable to the Company under  current or complete  Contract with
any Person and, to the Knowledge of the Company, no such Person has made written
demand for such renegotiation. The Contracts relating to the sale of services of
the Company have been  entered into in the Ordinary  Course of Business and have
been entered into without the commission of any act alone or in concert with any
other Person, or any consideration  having been paid or promised,  that would be
in violation of any Legal Requirement.

      3.19.  ACCOUNTS  RECEIVABLE.   All  Accounts  Receivable  of  the  Company
represent  valid  obligations  arising  from  sales  actually  made or  services
actually  performed  in the Ordinary  Course of  Business.  There is no contest,
claim,  or right of  set-off,  other  than  returns  in the  Ordinary  Course of
Business under any contract with any obligor of Accounts  Receivable relating to
the amount or validity of such Accounts Receivable.  Section 3.19 of the Company
Disclosure  Schedule  contains  a complete  and  accurate  list of all  Accounts
Receivable  as of the  Closing  Date,  which  lists sets forth the aging of such
Accounts Receivable.

      3.20.  ACCOUNTS  PAYABLE.  Set  forth  in  Section  3.20  of  the  Company
Disclosure  Schedule is a complete and accurate list of all accounts  payable of
the Company as of the  Cut-Off  (collectively,  the  "Accounts  Payable")  which
represent or will represent  obligations  of the Company  arising from purchases
actually made,  services actually received or obligations  otherwise incurred by
the Company.

      3.21. EQUIPMENT.  All tangible personal property and equipment used by the
Company in the  conduct of its  business  are in good  operating  condition  and
repair (subject to normal wear and tear) with no known material defects so as to
permit the operation of its business as presently  conducted,  no such equipment
or tangible  personal  property is in need of  maintenance or repairs except for
ordinary,  routine  maintenance  and repairs which are not material in nature or
cost, and with respect to each item of equipment and tangible personal property,
the  Company  has not  received  notification  that it is in  violation,  in any
material  respect,  of  any  applicable  building,  zoning,  subdivision,   fire
protection,  health or other law,  Order,  ordinance or  regulation  and no such
violation exists.

      3.22.  INSURANCE.  Set forth in  Section  3.22 of the  Company  Disclosure
Schedule is a complete  and accurate  list of all  primary,  excess and umbrella
policies,  bonds and other forms of insurance  currently  owned or held by or on
behalf of and/or providing  insurance  coverage to the Company or the Assets and
Properties  of  the  Company  (or  any  of the  Company's  directors,  officers,
salespersons, agents or employees), including the following information for each
such policy: type(s) of insurance coverage provided; name of insurer;  effective
dates;  policy  number;  per  occurrence  and annual  aggregate  deductibles  or
self-insured retentions; per occurrence and annual aggregate limits of liability
and the extent,  if any, to which the limits of liability  have been  exhausted.
All policies set forth on the Company Disclosure  Schedule are in full force and
effect,  and with respect to such policies,  all premiums  currently  payable or
previously due have

                                      -28-
<PAGE>

                                                                   Exhibit 10.30

been paid, and no notice of  cancellation  or termination has been received with
respect to any such policy. All such policies are sufficient for compliance with
all  requirements  of law and all  agreements to which the Company is a party or
otherwise  bound,  and  are  valid,  outstanding,  collectible  and  enforceable
policies  and, to the  Knowledge  of the  Company,  provide  adequate  insurance
coverage  for the  Company and the  business  and Assets and  Properties  of the
Company and will remain in full force and effect  through the  respective  dates
set forth in  Section  3.22 of the  Company  Disclosure  Schedule.  None of such
policies  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 the
consummation of the Contemplated  Transactions.  Complete and accurate copies of
all such policies and related documentation have previously been provided to the
Parent.

      3.23. TAX MATTERS.

            (a) Except as set forth in Section  3.23 of the  Company  Disclosure
Schedule,  all Tax  Returns  required to be filed by or on behalf of the Company
have been duly filed on a timely basis and to the  Knowledge of the Company such
Tax Returns are true, complete and correct.  Except as set forth in Section 3.23
of the  Company  Disclosure  Schedule,  all Taxes shown to be payable on the Tax
Returns or on subsequent assessments with respect thereto have been paid in full
on a timely basis, and no other Taxes are payable by the Company with respect to
items  or  periods  covered  by such Tax  Returns  (whether  or not  shown on or
reportable  on such Tax Returns) or with respect to any period prior to Closing.
The Company has withheld and paid over all Taxes  required to have been withheld
and  paid  over,  and  complied  with  all  information   reporting  and  backup
withholding requirements, including maintenance of required records with respect
thereto,  in connection  with amounts paid or owing to any  employee,  creditor,
independent  contractor,  or other third party. There are no liens on any of the
assets of the Company with respect to Taxes,  other than liens for Taxes not yet
due and payable.  Except as set forth in Section 3.23 of the Company  Disclosure
Schedule,  the Company is not currently the beneficiary of any extension of time
within which to file any Tax Return.

            (b) Except as set forth in Section  3.23 of the  Company  Disclosure
Schedule, the amount of the Company's liability for unpaid Taxes for all periods
ending on or before March 27, 2005 does not, in the aggregate, exceed the amount
of the current  liability  accruals for Taxes  (excluding  reserves for deferred
Taxes), reflected on the Company Financial Statements, and except as provided in
Section 3.23 of the Company  Disclosure  Schedule,  the amount of the  Company's
liability for unpaid Taxes for all periods  ending on or before the Closing Date
shall not, in the aggregate, exceed the amount of the current liability accruals
for  Taxes  (excluding  reserves  for  deferred  Taxes),  as such  accruals  are
reflected on the Company  Financial  Statements,  as adjusted for operations and
transactions  in the  Ordinary  Course  of  Business  since  March  27,  2005 in
accordance  with past custom and practice.  There are no contracts,  agreements,
arrangements,  commitments  or  undertakings  relating to any prior audit of the
Company, and there are no contracts,  agreements,  arrangements,  commitments or
undertakings  with the Internal  Revenue  Service or any other  Governmental  or
Regulatory  Authority that have or are reasonably  likely to have a material and
adverse  impact on the  Company's  Taxes that are not  reflected  in the Company
Financial Statements.

                                      -29-
<PAGE>

                                                                   Exhibit 10.30

                  (c) To the  extent  such  documents  exist,  Parent  has  been
furnished by the Company true and  complete  copies of (i) relevant  portions of
income  tax  audit  reports,  statements  of  deficiencies,   closing  or  other
agreements  received  by the  Company or on behalf of the  Company  relating  to
Taxes,  and (ii) except as set forth in Section  3.23 of the Company  Disclosure
Schedule,  all federal and state income or franchise tax returns for the Company
for all periods ending on and after December 31, 2001.

            (d) The Tax  Returns of the  Company  have  never been  audited by a
Governmental or Regulatory Authority,  nor is any such audit in process, pending
or threatened  (either in writing or verbally,  formally or informally).  To the
Knowledge of the Company, and except as set forth in Section 3.23 of the Company
Disclosure  Schedule,  no  deficiencies  exist or have been asserted  (either in
writing or verbally, formally or informally) or are expected to be asserted with
respect to Taxes of the Company, and the Company has not received notice (either
in writing or verbally,  formally or  informally)  or expects to receive  notice
that it has not filed a Tax Return or paid Taxes required to be filed or paid by
it. The Company is neither a party to any action or proceeding for assessment or
collection of Taxes,  nor has such event been asserted or threatened  (either in
writing or verbally,  formally or informally)  against the Company or any of its
assets.  No waiver or extension of any statute of  limitations is in effect with
respect to Taxes or Tax Returns of the Company. The Company has disclosed on its
federal income tax returns all positions taken therein that could give rise to a
substantial  understatement  penalty  within the meaning of Section  6662 of the
Code.

            (e) The  Company  is not (nor  has it ever  been) a party to any Tax
sharing  agreement  or Tax  indemnity  agreement  and  has not  assumed  the Tax
liability  of any other Person  under  contract.  The Company is not or has ever
been a member of an affiliated  group filing a  consolidated  federal income Tax
Return  and,  except  as set forth in  Section  3.23 of the  Company  Disclosure
Schedule, the Company has no liability for the Taxes of any individual or entity
under Section 1.1502-6 of the Treasury  Regulations (or any similar provision of
state,  local or foreign  law) as a  transferee  or  successor,  by  contract or
otherwise.

            (f)  The  Company  does  not  have  any  deferred  income  or  gains
reportable  for Tax  purposes  which is not  reflected in the Tax Returns of the
Company for any period ending after the Closing Date that is  attributable  to a
transaction  occurring in, or resulting from a change in accounting method for a
period prior to the Closing Date (see  explanation  set forth in Section 3.23 of
the Company Disclosure Schedule).

            (g)  The   Company's  tax  basis  in  its  assets  for  purposes  of
determining its future  amortization,  depreciation and other federal income tax
deductions is accurately  reflected on the Tax Returns and the Books and Records
provided to Parent  (see  explanation  set forth in Section  3.23 of the Company
Disclosure Schedule).

            (h) All of the  Shareholders are "UNITED STATES PERSONS," within the
meaning of Section 7701(a)(30) of the Code.

                                      -30-
<PAGE>

                                                                   Exhibit 10.30

      3.24. LABOR AND EMPLOYMENT RELATIONS.  To the Knowledge of the Company, no
officer,  executive or group of five (5) or more employees of the Company has or
have any plans to  terminate  his,  her or their  employment  with the  Company.
Parent  acknowledges  that twenty four (24) of the  Company's  employees are not
citizens of the United States and that while these employees are employed by the
Company in compliance  with all United States  immigration  and labor laws,  the
immigration  status of such  employees  is subject to the rules and  regulations
(and  interpretation  thereof)  of the United  States  Federal  Government.  The
Company is not a party to or bound by any collective  bargaining  agreement with
any labor organization,  group or association covering any of its employees, and
to the  Knowledge of the  Company,  there are no attempts to organize any of the
Company's  employees  by any  Person,  unit or  group  seeking  to act as  their
bargaining  agent. The Company has complied with all applicable laws relating to
the employment of labor,  including provisions thereof relating to wages, hours,
equal opportunity,  collective  bargaining,  discrimination against race, color,
national  origin,  religious  creed,  physical or mental  disability,  sex, age,
ancestry, medical condition, marital status or sexual orientation,  occupational
health and safety and the  withholding  and payment of social security and other
Taxes. The Company is not liable for the payment of any  compensation,  damages,
taxes, fines, penalties or other amounts, however designated, for the failure to
comply with any of the  foregoing  Legal  Requirements.  To the knowledge of the
Company,  no  employees  of the  Company  are in  violation  of any  term of any
employment contract, patent disclosure agreement,  non-competition agreement, or
any restrictive  covenant to a former employer  relating to any such employee to
be employed by the Company  because of the nature of the  business  conducted or
presently proposed to be conducted by the Company or the use of trade secrets or
proprietary  information of others. There are no pending or, to the Knowledge of
the Company,  threatened charges (by employees,  independent contractors,  their
representatives  or  governmental  authorities)  of unfair labor practices or of
employment  discrimination  or of any other wrongful  action with respect to any
aspect of employment of any Person employed or formerly employed by the Company.
No union representation  elections relating to the Company's employees have been
scheduled by any Governmental or Regulatory Authority,  no organizational effort
is being made with respect to any of such employees, and no investigation of the
Company's  employment  policies or practices by any  Governmental  or Regulatory
Authority is pending or  threatened.  The Company is not  currently,  and in the
past has not been, involved in labor negotiations with any unit or group seeking
to become the bargaining unit for any employees of the Company.  The Company has
never  experienced  any work  stoppages and to the Knowledge of the Company,  no
work stoppage has been threatened or is planned.

      3.25.  CERTAIN  EMPLOYEES.  Set  forth  in  Section  3.25  of the  Company
Disclosure  Schedule  is (i) the  name,  title and  total  compensation  of each
officer and director of the Company; (ii) the name, title and total compensation
for each  other  employee,  consultant,  agent or  other  representative  of the
Company  for 2003 and 2004;  (iii) all wage and  salary  increase,  bonuses  and
increases  and any other  direct or indirect  compensation  received by any such
Person  since  December 31, 2004;  (iv) any payments or  commitments  to pay any
severance  or  termination  pay to any  current  or  former  officer,  director,
employee,  consultant,  contractor or agent of the Company;  and (v) any accrual
for, or commitment or agreement by the Company to pay, such increases,  bonus or
pay.  Except as set forth on Schedule  3.25,  the Company has not  received  any
notice from any such  Person  whether  orally or in writing  that he or she will
cancel or otherwise terminate such Person's  relationship with the Company. None
of such Persons has an employment  agreement or  understanding,  whether oral or
written,  with the  Company  which is not  terminable  on notice by the  Company
without cost or other liability to the Company.

                                      -31-
<PAGE>

                                                                   Exhibit 10.30

      3.26.  ABSENCE OF CERTAIN  DEVELOPMENTS.  Except for expenses  incurred in
connection with this Agreement, for events,  conditions,  actions or transaction
in the ordinary course of business (all of which shall be accounted and paid for
in accordance with any applicable  provisions of this Agreement),  and except as
set forth on Section 3.26 of the Company Disclosure Schedule, since December 31,
2004, the Company has not:

            (a) issued any stock,  bonds or other  corporate  securities  or any
right, options or warrants with respect thereto;

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

            (c)  discharged  or satisfied  any lien or  Encumbrance  or paid any
obligation or  liability,  other than current  liabilities  paid in the Ordinary
Course of Business and other than current federal income Tax liabilities;

            (d)  declared or made any payment or  distribution  of cash or other
property to Shareholders with respect to its stock, or purchased or redeemed any
shares of its capital stock;

            (e)  mortgaged  or  pledged  any of its  Assets  or  Properties,  or
subjected them to any lien,  charge or any other  Encumbrance,  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 Ordinary  Course of Business,  or cancelled
any debts or claims;

            (g) made any  changes  in any  employee,  consultant  or  contractor
compensation,  severance or  termination  agreement,  commitment or  transaction
other than  routine  salary  increases  consistent  with past  practice or offer
employment to any individuals;

            (h) entered into any material  transaction  or modified any existing
transaction (the aggregate consideration for which is in excess of $10,000);

            (i) suffered any damage,  destruction or 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 the Ordinary Course of Business
which in the aggregate do not exceed $10,000;

            (k) entered into any transaction or operated the Company's  business
not in the Ordinary Course of Business;

            (l) made any change in its accounting methods or practices or ceased
making  accruals for taxes,  obsolete  inventory,  vacation and other  customary
accruals;

            (m) ceased from reserving cash to pay taxes,  principal and interest
on borrowed funds, and other customary expenses and payments;

                                      -32-
<PAGE>

                                                                   Exhibit 10.30

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

            (o) caused to be entered into any  amendment or  termination  of any
lease,  customer or supplier contract or other material contract or agreement to
which it is a party, other than in the Ordinary Course of Business;

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

            (q)  terminated or failed to renew,  or received any written  threat
(that  was not  subsequently  withdrawn)  to  terminate  or fail to  renew,  any
contract or other agreement that is or was material to the Company's business or
its financial condition;

            (r)  permitted  to occur or be made any other event or  condition of
any character which has had a Material Adverse Effect on it;

            (s)  waived  any  rights  material  to  its  financial  or  business
condition;

            (t) made any illegal payment or rebates; or

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

      3.27. CUSTOMERS.  The Company has previously provided to Parent a true and
correct list of the Company's  current  customers  and the  Company's  customers
during the 2003 and 2004 fiscal  years  related to the Company  business.  Since
January 1, 2003 no single customer or group of affiliated customers contributing
more than $10,000 per annum to the gross revenues of the Company's  business has
terminated any of their  agreements  with the Company,  and no such customer has
given  notice to the Company of an intention to  discontinue  doing  business or
reduce  the  level of gross  revenues  from  that in  fiscal  year 2005 with the
Company  (see  comment  set  forth on  Section  3.27 of the  Company  Disclosure
Schedule).

      3.28.  BANK  ACCOUNTS.  Section  3.28 of the Company  Disclosure  Schedule
contains  a  complete  and  accurate  list  of each  deposit  account  or  asset
maintained  by or on behalf of the  Company  with any bank,  brokerage  house or
other  financial  institution,  specifying  with  respect  to each  the name and
address of the institution,  the name under which the account is maintained, the
account number,  and the name and title or capacity of each Person authorized to
have access thereto.

      3.29. PERMITS.  Section 3.29 of the Company Disclosure Schedule contains a
true and complete list of all Permits used in and material,  individually  or in
the  aggregate,  to the  Company's  business.  All such  Permits  are  currently
effective and valid and have been validly  issued,  except for those the failure
of which to obtain,  possess or make  would not have a Material  Adverse  Effect
with respect to the Company.  No additional  Permits are necessary to enable the
Company to conduct  its  business  in material  compliance  with all  applicable
federal, state and local laws. Neither the execution, delivery or performance of
this  Agreement  nor the  mere  passage  of time  will  have any  effect  on the
continued  validity  or  sufficiency  of the  Permits,  nor will any  additional
Permits be required by virtue of the execution,  delivery or performance of this
Agreement to enable the Company to conduct its business as now operated.  To the
Knowledge  of the  Company,  there is no  pending  Action or  Proceeding  by any
Governmental  or  Regulatory  Authority  which could affect the Permits or their
sufficiency for the current conduct of the Company's  business or of the conduct
of the Company's  business  after the Closing.  The Company has provided  Parent
with true and complete  copies of all Permits  listed in the Company  Disclosure
Schedule.

                                      -33-
<PAGE>

                                                                   Exhibit 10.30

      3.30.  REGULATORY  COMPLIANCE.  Except as provided in Section  3.30 of the
Company  Disclosure  Schedule,  to the  Knowledge  of the  Company,  neither the
Company  nor  any  of its  operations  are  regulated  by  any  Governmental  or
Regulatory   Authority  and  the  Company  has  complied  with  all   applicable
requirements  of any  Governmental  or Regulatory  Authority with respect to any
services provided by it (including but not limited to the Medicare Anti-Kickback
Statute,  the Health Insurance  Portability and  Accountability Act of 1996, the
Federal False Claims Act, the Federal laws  concerning  physician  self-referral
known as "Stark I" and "Stark II",  and the rules and  regulations  of the Joint
Commission on Accreditation of Healthcare Organizations).

      Neither the Company, nor any officer, employee or agent of the Company has
made an untrue  statement  of a material  fact or  fraudulent  statement  to any
Governmental  or  Regulatory  Authority,  failed to  disclose  a  material  fact
required  to be  disclosed  to any  Governmental  or  Regulatory  Authority,  or
committed an act, made a statement,  or failed to make a statement  that, at the
time such disclosure was made,  could  reasonably be expected to provide a basis
for any Governmental or Regulatory  Authority to invoke its policies  respecting
fraud, untrue statements of material facts, bribery or illegal gratuities or any
similar policies.

      3.31. THIRD PARTY CONSENTS.  No consent,  approval or authorization of any
third  party on the part of the  Company  is  required  in  connection  with the
consummation  of the  transactions  contemplated  hereunder  except as otherwise
provided in Section 3.31 of the Company Disclosure Schedule.

      3.32.  RELATIONSHIPS WITH RELATED PERSONS. Except as set forth on Schedule
3.32,  no  Shareholder  or any Affiliate of the Company has, or since January 1,
2002 has had, any interest in the property,  whether real, personal or mixed, or
whether  tangible  or  intangible,  used  in  or  pertaining  to  the  Company's
businesses.  No  Shareholder  or any  Affiliate  of the Company  owns,  or since
January 1, 2002 has owned (of record or as beneficial  owner) an equity interest
or any other  financial or profit interest in a Person that has (i) had business
dealings or a material financial interest in any transaction with the Company or
(ii)  engaged in  competition  with the Company  with respect to any line of the
products or services of the Company.  Except as set forth in Section 3.32 of the
Company Disclosure Schedule,  no Shareholder nor any Affiliate of the Company is
a party to any Contract with or has any right or claim against the Company.

      3.33.  CERTAIN  PAYMENTS.  Neither the Company nor any director,  officer,
agent or employee of the Company, or to the Knowledge of the Company,  any other
Person  associated with or acting for or on behalf of the Company,  has directly
or indirectly (i) made any contribution,  gift, bribe, rebate, payoff, influence
payment, kick-back or other payment to any Person, private or public, regardless
of any form,  whether in money,  property  or services  (A) to obtain  favorable
treatment in securing business,  (B) to pay for favorable treatment for business
secured,  (C) to obtain special  concessions or for special  concessions already
obtained for or in respect of the Company or any  Affiliate  thereof,  or (D) in
violation of any Legal  Requirement,  or (ii) established or maintained any fund
or asset that has not been recorded in the Books and Records of the Company.

                                      -34-
<PAGE>

                                                                   Exhibit 10.30

      3.34.  BROKERS.  Except  as set  forth  in  Section  3.34  of the  Company
Disclosure Schedule,  neither the Shareholders nor the Company have retained any
broker in  connection  with the  transactions  contemplated  hereunder.  Neither
Parent,  CRDE nor  Acquisition  Co. has, or will have, any obligation to pay any
broker's,  finder's,  investment banker's, financial advisor's or similar fee in
connection with this Agreement or the transactions contemplated hereby by reason
of any action taken by or on behalf of the Shareholders or the Company.

      3.35. VERIFICATION OF CREDENTIALS.  Except as set forth in Section 3.35 of
the  Company  Disclosure  Schedule,  the Company has  implemented  policies  and
procedures  to verify the  credentials  (including,  but not  limited  to,  with
respect to education and  licensure) of personnel  that the Company  places with
its clients and to collect, maintain and update such credentialing  information.
To the Knowledge of the Company,  employees,  contractors and  consultants  each
consistently follow and have followed such policies and procedures.

      3.36.  EXISTING  INDEBTEDNESS.  As of the date of this Agreement and as of
the close of business on the day prior to the Closing Date, (i) all indebtedness
of or any  obligation of the Company  (whether as obligor or as  guarantor)  for
borrowed money, whether current, short-term, or long-term, secured or unsecured,
(ii) all  indebtedness  of the Company  (whether as obligor or as guarantor) for
the  deferred  purchase  price for  purchases  of property  outside the ordinary
course which is not evidenced by trade payables,  (iii) all lease obligations of
the Company  (whether as obligor or as guarantor) under leases which are capital
leases in accordance  with GAAP, (iv) all  off-balance  sheet  financings of the
Company (whether as obligor or as guarantor), (v) any payment obligations of the
Company (whether as obligor or as guarantor) in respect of banker's  acceptances
or  letters  of credit  (other  than  stand-by  letters  of credit in support of
ordinary course trade  payables),  (vi) any liability of the Company (whether as
obligor or as guarantor) with respect to interest rate swaps,  collars, caps and
similar hedging obligations, (vii) any present, future or contingent obligations
of the Company under (A) any phantom stock or equity  appreciation  rights, plan
or agreement,  (B) any consulting,  deferred pay-out or earn-out arrangements in
connection with the purchase of any business or entity, (C) any  non-competition
agreement, (viii) any accrued bonuses, (ix) any accrued Taxes other than payroll
Taxes  accrued in the Ordinary  Course of  Business,  (x) any accrued and unpaid
interest  or  any  contractual   prepayment   premiums,   penalties  or  similar
contractual  charges  resulting  from  the  Contemplated   Transactions  or  the
discharge of such  obligations  with respect to any of the  foregoing,  (xi) all
indebtedness of or any obligation of the Company owed to the  Shareholders or to
any  Affiliate  of  the  Shareholders  and  (xii)  all  indebtedness  of or  any
obligation of the Company  incurred for the personal benefit of the Shareholders
or any Affiliate of the Shareholders,  including without limitation,  any Family
Members of the Shareholders, is listed on Section 3.36 of the Company Disclosure
Schedule  hereto   (collectively,   but  without   duplication,   the  "Existing
Indebtedness").

                                      -35-
<PAGE>

                                                                   Exhibit 10.30

      3.37.    MATERIAL    MISSTATEMENTS   AND   OMISSIONS.    The   statements,
representations  and  warranties  of the  Company  contained  in this  Agreement
(including the exhibits and schedules  hereto) and in each document,  statement,
certificate  or  exhibit  furnished  or to be  furnished  by or on behalf of the
Company  pursuant hereto,  or in connection with the  transactions  contemplated
hereby, taken together, do not contain and will not contain any untrue statement
of a  material  fact  and do not or will  not  omit to  state  a  material  fact
necessary to make the statements or facts contained herein or therein,  in light
of the circumstances made, not misleading.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                       OF PARENT, CRDE AND ACQUISITION CO.

      Parent,  CRDE and Acquisition  Co.,  jointly and severally,  represent and
warrant to the  Company as of the date  hereof and as of the  Closing  Date,  as
follows:

      4.1.  ORGANIZATION.  Parent  is  a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of the Delaware.  CRDE
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.  Acquisition Co. is a corporation duly organized,
validly  existing,  and in good  standing  under  the laws of the State of North
Carolina. Each of Parent, CRDE and Acquisition Co. is duly authorized to conduct
business and is in good standing under the laws of each jurisdiction  where such
qualification  is  required  except  for any  jurisdiction  where  failure so to
qualify  would  not  have  a  Material  Adverse  Effect  upon  Parent,  CRDE  or
Acquisition Co., as the case may be.

      4.2. AUTHORITY. Each of Parent, CRDE and Acquisition Co. has all necessary
corporate  power and corporate  authority  and has taken all  corporate  actions
necessary  to  enter  into  this  Agreement,   to  consummate  the  transactions
contemplated hereby and to perform its respective  obligations  hereunder and no
other  proceedings on the part of Parent,  CRDE or Acquisition Co. are necessary
to authorize  this  Agreement or to  consummate  the  transactions  contemplated
hereby.  This Agreement has been duly and validly executed and delivered by each
of Parent,  CRDE and Acquisition Co. and constitutes a legal,  valid and binding
obligation  of  Parent,  CRDE and  Acquisition  Co.,  respectively,  enforceable
against each of Parent,  CRDE and  Acquisition  Co. in accordance with its terms
except (i) as  limited by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium  and other  laws of  general  application  affecting  enforcement  of
creditors'  rights  generally  and  (ii)  as  limited  by laws  relating  to the
availability  of  specific  performance,  injunctive  relief or other  equitable
remedies.

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

      4.4. REPORTS AND FINANCIAL  STATEMENTS.  As of the date hereof, the Parent
has  furnished or made  available to the Company and the  Shareholders  true and
complete  copies of all  Parent SEC  Documents.  As of their  respective  filing
dates, all such Parent SEC Documents  complied in all material respects with the
requirements of the Securities Act and the Exchange Act, as applicable, and none
of such Parent SEC Documents  contained any untrue  statement of a material fact
or omitted to state a material fact  required to be stated  therein or necessary
to make the statements made therein, in light of the circumstances in which they
were  made,  not  misleading,  except  to the  extent  corrected  by a  document
subsequently  filed with the SEC. The

                                      -36-
<PAGE>

                                                                   Exhibit 10.30

Parent  Financial  Statements  comply as to form in all material  respects  with
applicable accounting  requirements and with the published rules and regulations
of the SEC with respect  thereto,  have been  prepared in  accordance  with GAAP
consistently applied (except as may be indicated in the notes thereto or, in the
case of  unaudited  statements,  as  permitted  by Form  10-QSB  of the SEC) and
present fairly the  consolidated  financial  position of the Parent at the dates
thereof and the  consolidated  results of its  operations and cash flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
audit adjustments).

      4.5. NO  CONFLICTS.  The  execution  and delivery by the Parent,  CRDE and
Acquisition  Co. of this Agreement does not, and the  performance by the Parent,
CRDE and Acquisition Co. of their  respective  obligations  under this Agreement
and the consummation of the transactions contemplated hereby will not:

            (a)  conflict  with or result in a violation or breach of any of the
terms,  conditions  or  provisions  of the  charter  documents,  bylaws or other
organizational documents of the Parent, CRDE or Acquisition Co., as applicable;

            (b) conflict with or result in a violation or breach of, or give any
Governmental  or Regulatory  Authority the right to revoke,  withdraw,  suspend,
cancel,  termination or modify any term or provision of any law, Order,  Permit,
statute, rule or regulation applicable to the Parent, CRDE or Acquisition Co. or
the business or Assets or Properties of the Parent, CRDE or Acquisition Co.;

            (c) result in a breach  of, or default  under (or give rise to right
of termination,  modification,  cancellation or  acceleration)  under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
agreement,  lease or other similar instrument or obligation to which the Parent,
CRDE or Acquisition Co. or any of their respective  Assets and Properties may be
bound;

            (d) cause any of the Assets or  Properties  of the Parent or CRDE to
be  reassessed  or  revalued  by any taxing  authority  or any  Governmental  or
Regulatory Authority;

            (e) result in an imposition or creation of any Encumbrance or Tax on
the business or Assets or Properties of the Parent or CRDE.

      4.6. CONSENTS AND GOVERNMENTAL APPROVALS AND FILINGS. No consent, approval
or action of, filing with or notice to any Governmental or Regulatory  Authority
on the part of the Parent or CRDE is required in connection  with the execution,
delivery  and  performance  of  this  Agreement  or  the   consummation  of  the
transactions contemplated hereby.

      4.7.  ABSENCE OF CERTAIN  CHANGES OR EVENTS.  Parent and its  subsidiaries
have  conducted  their  respective  businesses  only in the  Ordinary  Course of
Business in all material  respects  and,  since  December  31,  2004,  except as
contemplated by or disclosed in this Agreement,  or as disclosed in the Parent's
SEC  Documents,  there has not been any material  event,  occurrence,  change or
effect that,  individually or in the aggregate,  would reasonably be expected to
have a Material Adverse Effect upon Parent.

                                      -37-
<PAGE>

                                                                   Exhibit 10.30

      4.8.  BROKERS.  Neither Parent,  CRDE nor Acquisition Co. has retained any
broker in connection with the transactions  contemplated hereunder.  Neither the
Company nor the  Shareholders  has,  and will have,  any  obligation  to pay any
broker's,  finder's investment  banker's,  financial advisor's or similar fee in
connection with this Agreement or the transactions contemplated hereby by reason
of any action taken by or on behalf of Parent, CRDE or Acquisition Co.

      4.9.  PARENT  COMMON  STOCK.  The Parent  acknowledge  and agree that when
issued as required by this  Agreement  and except  where  otherwise  required by
specific terms of this Agreement, the shares of Parent Common Stock to be issued
pursuant to this Agreement will be duly authorized,  validly issued,  fully paid
and nonassessable and free and clear of all Encumbrances and preemptive  rights.
The certificates representing such shares will be in due and proper form.

      4.10.  OPERATION OF ACQUISITION CO.  Acquisition  Co. is a direct,  wholly
owned  subsidiary of CRDE, is being formed solely for the purpose of engaging in
the  transactions  contemplated  by this  Agreement,  has  engaged  in no  other
business  activities and has conducted its operations  only as  contemplated  by
this Agreement.

      4.11. ABSENCE OF UNDISCLOSED LIABILITIES. The Parent has no liabilities of
any material nature, whether accrued,  absolute,  contingent or otherwise, other
than material  liabilities:  (i) adequately reflected or reserved against on the
balance sheet included in Parent's SEC Documents filed prior to the date hereof;
(ii)  incurred  since  December  31,  2004 in the  ordinary  course of  business
consistent with past practice; none of which, in the aggregate, would reasonably
be expected to have a Material Adverse Effect on the Parent.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
                               OF THE SHAREHOLDERS

      Each  Shareholder  hereby  represents  and  warrants  to Parent,  CRDE and
Acquisition Co. as follows (such representations and warranties do not lessen or
obviate the  representations  and warranties of the Company and the Shareholders
set forth in Article III above):

      5.1.  REQUISITE  POWER AND AUTHORITY.  Such  Shareholder has all necessary
power and  authority  under all  applicable  provisions  of law to  execute  and
deliver  this  Agreement  and to carry out its  provisions.  All  action on such
Shareholder's  part  required  for the lawful  execution  and  delivery  of this
Agreement  has been or will be  effectively  taken  prior to the  Closing.  Upon
execution and delivery,  this Agreement will be the valid and binding obligation
of such Shareholder, enforceable in accordance with its terms.

      5.2.  INVESTMENT  REPRESENTATIONS.  Such Shareholder  understands that the
Conversion Shares which may be issued upon conversion of the Notes have not been
registered  under the Securities Act. Such Shareholder also understands that the
Conversion  Shares  will be  offered  and sold  pursuant  to an  exemption  from
registration   contained  in  the   Securities  Act  based  in  part  upon  such
Shareholder's  representations and warranties contained in this Agreement.  Such
Shareholder hereby represents and warrants as follows:

                                      -38-
<PAGE>

                                                                   Exhibit 10.30

            (a) Such Shareholder is an "accredited  investor" as defined in Rule
501(a) of the Securities Act.

            (b) Such  Shareholder has  substantial  experience in evaluating and
investing in private  placement  transactions of securities in companies similar
to Parent so that he, she or it is capable of evaluating the merits and risks of
his,  her or its  investment  in the  Conversion  Shares and has the capacity to
protect his, her or its own interests.  Such  Shareholder must bear the economic
risk of this investment indefinitely unless the Conversion Shares are registered
pursuant to the Securities Act or an exemption from  registration  is available.
Such  Shareholder also understands that there is no assurance that any exemption
from  registration  under the Securities Act will be available and that, even if
available,  such exemption may not allow such Shareholder to transfer all or any
portion of the Conversion Shares under the  circumstances,  in the amounts or at
the times such Shareholder might propose.

            (c) Such  Shareholder  will be acquiring the  Conversion  Shares for
such  Shareholder's own account for investment only, and not with a view towards
their distribution.

            (d) Such  Shareholder  represents  that by reason of his, her or its
business or financial  experience,  such Shareholder has the capacity to protect
his, her or its own interests in connection with the  transactions  contemplated
in this Agreement.  Further,  such Shareholder is aware of no publication of any
advertisement in connection with the transactions contemplated in the Agreement.

            (e) Such  Shareholder  has  received and read the Parent SEC Filings
and  has  had an  opportunity  to  discuss  Parent's  business,  management  and
financial affairs with directors,  officers and management of Parent and has had
the opportunity to review Parent's  operations and facilities.  Such Shareholder
has also had the opportunity to ask questions of and receive answers from Parent
and its  management  regarding  the terms  and  conditions  of this  investment.
Additionally,  such  Shareholder  will go through the process  described in this
subsection (e) immediately prior to acquiring any Conversion Shares.

            (f) Such  Shareholder  acknowledges  and agrees that the  Conversion
Shares must be held indefinitely  unless they are subsequently  registered under
the  Securities Act or an exemption from such  registration  is available.  Such
Shareholder  has  been  advised  or is  aware  of the  provisions  of  Rule  144
promulgated  under the  Securities  Act as in  effect  from time to time and the
Shareholders  hereby specifically agree to abide by Rule 144 with respect to any
shares of Parent Common Stock.

            (g) Such Shareholder  resides in the state or province identified in
the  address  of  such  Shareholder  set  forth  on the  signature  page to this
Agreement.

                                      -39-
<PAGE>

                                                                   Exhibit 10.30

      5.3. TRANSFER RESTRICTIONS.  Such Shareholder acknowledges and agrees that
the Conversion  Shares are subject to restrictions on transfer set forth in this
Section 5.3. Such  Shareholder  agrees not to make any disposition of all or any
portion of the Conversion Shares unless and until: (i) there is then in effect a
registration   statement   under  the  Securities  Act  covering  such  proposed
disposition and such  disposition is made in accordance  with such  registration
statement;  or (ii) the transferee (except for transfers in compliance with Rule
144 to which this resale  restriction  shall not apply) has agreed in writing to
be bound by the terms of Article 5 of this  Agreement,  such  Shareholder  shall
have notified Parent of the proposed disposition and shall have furnished Parent
with  a  detailed  statement  of  the  circumstances  surrounding  the  proposed
disposition and if reasonably  requested by Parent,  such Shareholder shall have
furnished Parent with an opinion of counsel,  reasonably satisfactory to Parent,
that such  disposition  will not require  registration  of such shares under the
Securities Act. Notwithstanding the provisions of clauses (i) and (ii) above, no
such  registration  statement  or opinion of counsel  shall be  necessary  for a
transfer by such Shareholder to a family member of such Shareholder or trust for
the benefit of such  Shareholder or family member;  provided,  however,  that in
each case the  transferee  will be  subject  to the  terms of  Article 5 of this
Agreement  to the same extent as if he, she or it were an  original  Shareholder
hereunder.  Parent shall be entitled to impose stop transfer  instructions  with
respect to the Conversion Shares in order to enforce the foregoing restrictions.

      The certificates  representing the Conversion Shares (when issued pursuant
to a conversion of a Note) shall bear the following legend restricting transfer,
and such other  legends as may be required by any  applicable  state  securities
law:

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

      5.4. MARKET  STANDOFF.  Such  Shareholder  agrees that, only to the extent
other  officers  of Parent or an  Affiliate  holding  positions  similar to such
Shareholder  may be  required  to agree to  market  standoff  described  in this
Section 5.4, such  Shareholder  will not,  without the prior written  consent of
Parent,  during the period  commencing  on the date of filing of a  registration
statement by Parent pursuant to an underwritten public offering by Parent of its
capital stock or securities convertible into its capital stock and ending on the
date  specified  by Parent  (such  period not to exceed 180 days  following  the
filing of the final prospectus  relating to such offering),  transfer or dispose
of any  Conversion  Shares  owned by such  Shareholder.  In order to enforce the
foregoing covenant, Parent may impose stop-transfer instructions with respect to
such securities of the Shareholder  (and the shares or securities of every other
Person subject to the foregoing restriction) until the end of such period.

      5.5.  FILINGS.  The Parent  agrees to  continue  to file all  reports  and
filings under the Securities  Exchange Act of 1934, as amended,  during the time
Rule  144  shall  be  available  to the  Shareholders  until  such  time  as the
Shareholders may sell under the provisions of Rule 144k.

                                      -40-
<PAGE>

                                                                   Exhibit 10.30

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

      6.1.  ACCESS  TO  INFORMATION.  The  Company  has  given  Parent  and  its
authorized  representatives  (including,  without limitation,  its attorneys and
accountants), reasonable access to all employees, customers, offices, warehouses
and other facilities, to (and where necessary,  provide copies of) all books and
records,  contracts and all personnel files of current  employees of the Company
and its  subsidiaries  and the Company has caused its  officers and those of its
subsidiaries  to furnish Parent with such financial and operating data and other
information  with respect to the business and  properties of the Company and its
subsidiaries as Parent has requested.

      6.2.  PUBLIC  ANNOUNCEMENTS;  COMPANY  LITERATURE.  None of Parent,  CRDE,
Acquisition  Co. or the Company shall issue any press release or otherwise  make
any public  statements  with respect to the  transactions  contemplated  by this
Agreement,  including  the  Merger,  without  the prior  consent  of Parent  and
Acquisition  Co. (in the case of the  Company)  or the  Company  (in the case of
Parent,  CRDE or Acquisition  Co.),  except as may be required by applicable law
(in which case the  disclosing  party will  provide the other party to review in
advance of the disclosure),  including any  determination by Parent that a press
release or other public  statement is required  under  applicable  securities or
regulatory  rules.  The parties agree there shall be no public  announcement  of
this  Agreement or the  consummation  of the Merger except as may be required by
applicable law. The parties agree to announce this Agreement or the consummation
of the Merger to the  Company's  employees,  customers,  vendors  and  strategic
partners at such time and in such form as is mutually agreed upon by all parties
to this Agreement.

      6.3.  FEES AND  EXPENSES.  Whether or not the Merger is  consummated,  all
fees, costs and expenses incurred in connection with the Merger,  this Agreement
and the other  agreements  and  transactions  contemplated  hereby and  thereby,
including all legal,  accounting,  financial  advisory,  broker's consulting and
other fees and expenses of third parties  incurred by a party in connection with
the negotiation,  documentation  and effectuation of the terms and conditions of
the  Merger,   this  Agreement  and  the  other   agreements  and   Contemplated
Transactions  hereby  and  thereby  ("THIRD  PARTY  EXPENSES"),   shall  be  the
obligation  of  the  respective  party  incurring  such  Third  Party  Expenses.
Notwithstanding  the foregoing,  the  Shareholders  shall be responsible for any
fees payable to RBC or any other broker or advisors retained by the Shareholders
or the  Company  with  respect  to the  transactions  contemplated  herein.  The
Shareholders  shall  personally  and  severally  bear the costs of up to $21,000
associated with bringing the Company's  accounting  Books and Records to a state
which is in accordance with sound business practices and in accordance with GAAP
in preparation for Parent's audit of such accounting Books and Records.

      6.4. CONFIDENTIALITY. The parties agree that the Confidentiality Agreement
remains in full force and effect and the  parties  thereto  remain  bound by the
terms thereto.  The parties hereto will maintain in confidence,  and will direct
its directors,  officers, employees, agents, Affiliates and advisors to maintain
in confidence any written,  oral or other information furnished by another party
to this Agreement in connection with the Contemplated  Transactions,  unless (a)
such information is already known to such party or to others not bound by a duty
of  confidentiality  or such information  becomes publicly  available through no
fault of such party, (b) the use of such information is necessary or appropriate
in making any filing or  obtaining  any  consent or  approval  required  for the
consummation of the  transactions  contemplated  by this  Agreement,  or (c) the
furnishing or use of such  information  is required by law. If the Merger is not
consummated,  each party will return or, at the  request of the party  supplying
the information,  destroy as much of such written information as the other party
may reasonably request.

                                      -41-
<PAGE>

                                                                   Exhibit 10.30

      6.5. PARENT COMMON STOCK LEGEND.  In the event that the Conversion  Shares
or the Parent Common Stock issued to the Shareholders pursuant to Section 2.6(e)
may be sold under Rule 144(k) of the  Securities  Act of 1933,  as  amended,  as
determined  by an opinion of counsel  to the  holder  reasonably  acceptable  to
Parent (if reasonably  required by Parent),  Parent shall, as soon as reasonably
practicable  upon the written  request of the holder  thereof,  issue to (and/or
cause its transfer agent to issue to) such holder a new  certificate  evidencing
such  Conversion  Shares  without the legend  required  by Section 5.3  endorsed
thereon.

      6.6. COLLECTION OF ACCOUNTS  RECEIVABLE.  After Closing,  Parent agrees to
pursue  collection of unpaid  Accounts  Receivable as of the Effective Time in a
manner consistent with past practices except where such past practices  requires
modification  to comply  with  applicable  law.  Pursuant  to and as provided in
Section  2.6(d)  of  this  Agreement,   Parent  shall  provide  Shareholders  an
accounting of the Accounts  Receivable  and tender any amounts due and owing the
Shareholders promptly along with any back-up documentation with respect thereof.

      6.7. FUTURE LIABILITIES; INDEMNIFICATION.  Notwithstanding Section 9.2(b),
Parent,  CRDE and the Company  shall  indemnify  the  Shareholders  and hold the
Shareholders harmless from all losses,  claims,  damages and liabilities arising
from any operational  matters of the Company beginning after the Cut-Off (except
where any such loss, claim, damage or liability arises from the gross negligence
or  intentional  misconduct  of the  Shareholder  seeking  indemnity  under this
Section 6.7), to which the  Shareholders  may become subject as a result of such
Shareholder's employment, ownership or affiliation with the Company prior to the
Cut-Off,  to the maximum extent permitted by law. The Shareholders  shall notify
Parent,  CRDE and the Company promptly in writing  describing such loss,  claim,
damage and  liability,  the amount or a  reasonable  estimate  thereof,  and the
method of  computation of such amount,  all with  reasonable  particularity  and
containing a reference to the provisions of this  Agreement or other  agreement,
instrument or  certificate  delivered  pursuant  hereto in respect of which such
loss,  claim,  damage and liability  shall have occurred.  Parent,  CRDE and the
Company's  obligation  shall  survive  for a period of six (6)  months  from the
Effective Time. To the extent required to indemnify hereunder, Parent shall have
the  absolute  right to control the defense and  disposition  of any  proceeding
brought  with  respect to any matter  for which the  Parent may be  required  to
indemnify a Shareholder hereunder.

      6.8.  NON-COMPETITION  AGREEMENT.  Upon the occurrence of a "Subordination
Event of  Default"  (as such term is  defined in the  Subordination  Agreement),
Sections  2.2,  2.3,  and 2.4 of each of the  Non-Competition  Agreements  shall
become  void and  have no  effect  without  liability  on the part of any  party
thereto  or  its   Affiliates.   In  the  event  of  the   termination   of  the
Non-Competition  Agreements  as a result of a  Subordination  Event of  Default,
Parent  and its  Affiliates  shall not  (except  where an action  against  (x) a
Shareholder  is  otherwise  authorized  under  this  Agreement  or  any  of  the
Contemplated  Transactions  or (y) any of the  personnel  referred  to herein by
Parent or an Affiliate  thereof is based upon unrelated  grounds) take any legal
action or commence any legal proceedings  against the Shareholders or any nurse,
operating room technician,  licensed practical nurse, certified nurse assistant,
physical  therapist,  occupational  therapist,  speech  therapist  or  radiology
technologist who terminates his or her employment with the Surviving Corporation
or its  Affiliates  and  obtains  employment  with  the  Shareholders  or  their
Affiliates including the Surviving Corporation.

                                      -42-
<PAGE>

                                                                   Exhibit 10.30

      6.9. CONDUCT OF BUSINESS OF COMPANY  POST-CLOSING.  Following the Closing,
Parent agrees to conduct the business of the Surviving Corporation in the manner
consistent with past practices (except where such past practices  required to be
modified due to application  of securities  laws or other  compulsory  process).
Following the Closing and until the Notes are  satisfied,  Parent further agrees
on its behalf  and on behalf of its  subsidiaries  (i) to operate  and cause its
subsidiaries  to operate and book all revenue derived from new customers for the
Traveling  Nurse  Business  obtained after the Effective Date in and through the
Surviving  Corporation;  (ii) to renew all  contracts,  agreements  relating  to
Traveling Nurse Business through the same entity (or in the Parent's or Parent's
Affiliates case, another entity of Parent's choosing to the extent such contract
was  originally  entered  into by Parent or the  Affiliate  prior to Cut-Off) in
which such contract or agreement exists as of the Effective Date; (iii) that the
only  indebtedness  of  the  Surviving  Corporation,  other  than  inter-company
advances  which  shall  be  forgiven  or  eliminated  upon the  occurrence  of a
Subordination Event of Default under the Subordination  Agreement,  shall be the
Surviving  Corporation  acting as a co-borrower  with Parent's  Lender which are
secured by accounts payable for purchases of goods or services provided or to be
provided  to the  Surviving  Corporation;  (iv) that  Parent  shall  immediately
provide written notice to the  Shareholders of any default under any of the loan
documentation  between Parent and Parent's Lender; (v) that no security interest
in the  Assets or  Properties  of the  Surviving  Corporation,  or pledge of the
equity of the  Surviving  Corporation  will be granted  to any party  other than
Parent's  Lender;  (vi) to not issue any  interests  in (or grant any  rights or
options related to) the equity of the Surviving Corporation;  and (vii) that the
Parent will provide the Shareholders  (at the sole expense of the  Shareholders)
and  their  authorized  representatives  (including,   without  limitation,  its
attorneys  and  accountants),  reasonable  access to all  employees,  customers,
offices, warehouses and other facilities, to provide copies (where necessary, at
the  expense  of  Shareholders)  of all Books  and  Records,  contracts  and all
personnel files of current employees of the Surviving Corporation and will cause
its officers to furnish the  Shareholders  with such  reasonable  financial  and
operating data and other information with respect to the business and properties
of the  Surviving  Corporation  (at  the  expense  of the  Shareholders)  as the
Shareholders  may  reasonably  request  from time to time.  After  Closing,  the
Company's  business  shall be conducted in the name of "TravMed  USA, a Crdentia
Company" until the Notes are satisfied.

      6.10. NOTIFICATION OF AUDITS. In the event of a federal or state tax audit
of the Company  related to any period  prior to Closing,  Parent  shall  provide
written notice thereof to the  Shareholders  as promptly as  practicable.  After
such  notice,   the  Shareholders  shall  be  entitled  to  (at  their  expense)
participate  and negotiate a final  resolution  (subject to a final  approval of
Parent of any such final resolution  negotiated by the Shareholders) of any such
audit;   provided  to  the  extent  the  Shareholders  shall  have  assumed  the
responsibility  to fully  satisfy any amounts  sought (or  negotiated as due) as
part of any such tax audit and Parent  shall  withhold  its  consent to any such
final  resolution,  Parent will be required to indemnify  and hold  harmless the
Shareholders  from  any  additional   amounts  (in  excess  of  the  amount  the
Shareholders shall have negotiated to settle any such audit) which may arise due
to  Parent's  failure  to  provide  its  consent  to any such  final  resolution
negotiated by the Shareholders.

                                      -43-
<PAGE>

                                                                   Exhibit 10.30

                                  ARTICLE VII
                    CONDITIONS TO CONSUMMATION OF THE MERGER

      7.1.  CONDITIONS  TO EACH PARTY'S  OBLIGATIONS  TO EFFECT THE MERGER.  The
respective  obligations of each party hereto to effect the Merger are subject to
the satisfaction at or prior to the Effective Time of the following conditions:

            (a) no statute, rule, regulation, executive order, decree, ruling or
injunction  shall have been  enacted,  entered,  promulgated  or enforced by any
United  States  federal  or  state  court  or  United  States  federal  or state
Governmental  or Regulatory  Authority  that  prohibits,  restrains,  enjoins or
restricts the consummation of the Merger; and

            (b) any  governmental  or  regulatory  notices,  approvals  or other
requirements necessary to consummate the transactions  contemplated hereby shall
have been given, obtained or complied with, as applicable.

      7.2.  CONDITIONS TO THE OBLIGATIONS OF THE COMPANY.  The obligation of the
Company to effect the Merger is subject to the  satisfaction  at or prior to the
Effective Time of the following conditions:

            (a)  the   representations   and  warranties  of  Parent,  CRDE  and
Acquisition  Co.  contained in this  Agreement  shall be true and correct in all
material  respects  at and as of the  Effective  Time with the same effect as if
made at and as of the Effective Time (except to the extent such  representations
specifically relate to an earlier date, in which case such representations shall
be true and correct in all material respects as of such earlier date, and in any
event, subject to the foregoing materiality  qualification) and, at the Closing,
Parent,  CRDE  and  Acquisition  Co.  shall  have  delivered  to the  Company  a
certificate  to  that  effect,  executed  by an  officer  of  Parent,  CRDE  and
Acquisition;

            (b)  each of the  covenants  and  obligations  of  Parent,  CRDE and
Acquisition  Co. to be performed at or before the Effective Time pursuant to the
terms of this Agreement shall have been duly performed in all material  respects
at or  before  the  Effective  Time  and,  at  the  Closing,  Parent,  CRDE  and
Acquisition  Co.  shall have  delivered  to the  Company a  certificate  to that
effect, executed by an officer of Parent, CRDE and Acquisition Co.;

            (c) Parent shall have delivered all of Closing  deliveries set forth
in Section 2.8(c) above;

            (d) the Related Party Loans shall have been  satisfied,  distributed
or forgiven in accordance with Section 2.6(d); and

            (e) all  proceedings  taken by the Parent,  CRDE and Acquisition Co.
and all instruments  executed and delivered by Parent,  CRDE and Acquisition Co.
on or prior to the  Closing in  connection  with the  Contemplated  Transactions
shall be  reasonably  satisfactory  in form and  substance  to  counsel  for the
Company.

                                      -44-
<PAGE>

                                                                   Exhibit 10.30

      7.3.  CONDITIONS  TO THE  OBLIGATIONS  OF PARENT AND  ACQUISITION  CO. The
respective  obligations of Parent, CRDE and Acquisition Co. to effect the Merger
are  subject  to the  satisfaction  at or  prior  to the  Effective  Time of the
following conditions:

            (a) the  representations  and warranties of the Company contained in
this Agreement  shall be true and correct in all material  respects at and as of
the  Effective  Time with the same effect as if made at and as of the  Effective
Time  (except  to the  extent  such  representations  specifically  relate to an
earlier  date, in which case such  representations  shall be true and correct in
all material respects as of such earlier date) and, at the Closing,  the Company
shall have delivered to Parent,  CRDE and  Acquisition Co. a certificate to that
effect, executed by an executive officer of the Company;

            (b) each of the  covenants  and  obligations  of the  Company  to be
performed  at or  before  the  Effective  Time  pursuant  to the  terms  of this
Agreement  shall have been duly performed in all material  respects at or before
the  Effective  Time and, at the Closing,  the Company  shall have  delivered to
Parent,  CRDE and Acquisition  Co. a certificate to that effect,  executed by an
executive officer of the Company;

            (c)  the  consents  specified  on  Section  3.6(c)  of  the  Company
Disclosure  Schedule and any other material  third party  consents  necessary to
consummate the transactions  contemplated hereby shall have been given, obtained
or complied with as applicable;

            (d)  there   shall  have  been  no  events,   changes  or   effects,
individually  or  in  the  aggregate,   with  respect  to  the  Company  or  its
subsidiaries  having,  or that would  reasonably be expected to have, a Material
Adverse Effect on the Company;

            (e) all consents,  conditions,  and requirements imposed by Parent's
Lender  for a  successful  closing  of the  transactions  contemplated  by  this
Agreement  shall have been met to the  satisfaction  of the  counsel of Parent's
Lender;

            (f) the  results of Parent's  due  diligence  investigations  of the
Company  shall be  satisfactory  to Parent,  as  determined in a sole amount and
absolute discretion;

            (g) the Company and the Shareholders, as the case may be, shall have
delivered all of the Closing deliveries set forth in Section 2.8(b) above;

            (h) the Shareholders  shall have fully and finally released the Loan
and Security Agreement;

            (i) all proceedings  taken by the Company and the  Shareholders  and
all instruments executed and delivered by the Company and the Shareholders on or
prior to the Closing in connection with the Contemplated  Transactions  shall be
reasonably  satisfactory  in form and substance to counsel for the Parent,  CRDE
and Acquisition Co.

                                      -45-
<PAGE>

                                                                   Exhibit 10.30

                                  ARTICLE VIII
                         TERMINATION; AMENDMENT; WAIVER

      8.1.  TERMINATION.  This Agreement may be terminated and the Merger may be
abandoned  at any time  prior to the  Effective  Time  whether  before  or after
approval and adoption of this Agreement:

            (a) by  written  consent of Parent,  CRDE,  Acquisition  Co. and the
Company;

            (b) by Parent,  CRDE and  Acquisition  Co. or the Company if (i) any
court of competent  jurisdiction  in the United  States or other  United  States
federal or state governmental  entity shall have issued a final order, decree or
ruling,  or taken any other final  action,  restraining,  enjoining or otherwise
prohibiting  the Merger and such  order,  decree,  ruling or other  action is or
shall have become non-appealable, or (ii) the Merger has not been made effective
by [March 31, 2005] (the "FINAL  DATE");  provided  that no party may  terminate
this Agreement  pursuant to this clause (ii) if such party's  failure to fulfill
any of its obligations  under this Agreement shall have been a principal  reason
that the Effective Time shall not have occurred on or before said date.

            (c) by the Company if (i) there shall have been a material breach of
any representations or warranties on the part of Parent, CRDE or Acquisition Co.
set forth in this Agreement or if any  representations  or warranties of Parent,
CRDE or  Acquisition  Co.  shall have  become  untrue in any  material  respect,
provided that the Company has not breached any of its  obligations  hereunder in
any material respect;  or (ii) there shall have been a breach by Parent, CRDE or
Acquisition Co. of any of their respective  covenants or agreements hereunder in
any material respect or materially  adversely affecting (or materially delaying)
the ability of Parent,  CRDE,  Acquisition  Co. or the Company to consummate the
Merger,  and Parent,  CRDE or Acquisition Co., as the case may be, has not cured
such breach within ten (10)  Business Days after notice by the Company  thereof,
provided that the Company has not breached any of its  obligations  hereunder in
any material respect; or

            (d) by Parent, CRDE and Acquisition Co. if (i) there shall have been
a breach of any  representations  or  warranties  on the part of the Company set
forth in this Agreement or if any  representations  or warranties of the Company
shall have become untrue in any material respect,  provided that neither Parent,
CRDE nor  Acquisition  Co.  has  breached  any of their  respective  obligations
hereunder in any material respect; or (ii) there shall have been a breach by the
Company of one or more of its covenants or agreements  hereunder in any material
respect or materially  adversely affecting (or materially  delaying) the ability
of Parent,  CRDE,  Acquisition Co. or the Company to consummate the Merger,  and
the Company has not cured such breach within ten (10) Business Days after notice
by Parent,  CRDE or Acquisition Co. thereof,  provided that neither Parent, CRDE
nor Acquisition has breached any of their  respective  obligations  hereunder in
any material respect.

      8.2.  EFFECT  OF  TERMINATION.   In  the  event  of  the  termination  and
abandonment  of this  Agreement  pursuant to Section 8.1 above,  this  Agreement
shall forthwith become void and have no effect without  liability on the part of
any party hereto or its Affiliates,  directors,  officers or Shareholders  other
than the provisions of this Section 8.2 and Sections 6.2, 6.3 and 6.4.

                                      -46-
<PAGE>

                                                                   Exhibit 10.30

      8.3.  AMENDMENT.  This  Agreement  may be amended  by action  taken by the
Company,  Parent,  CRDE and Acquisition Co. at any time before or after approval
of the Merger by the  Shareholders of the Company but after any such approval no
amendment  shall be made that requires the approval of such  Shareholders  under
applicable  law without such  approval.  This  Agreement  (including the Company
Disclosure  Schedule) may be amended only by an instrument in writing  signed on
behalf of all the parties hereto.

      8.4.  EXTENSION;  WAIVER.  At any time prior to the Effective  Time,  each
party hereto may,  only by action taken in writing,  (i) extend the time for the
performance  of any of the  obligations  or other acts of the other party,  (ii)
waive any inaccuracies in the  representations and warranties of the other party
contained herein or in any document  certificate or writing  delivered  pursuant
hereto or (iii) waive  compliance by the other party with any of the  agreements
or conditions contained herein. Any agreement on the part of any party hereto to
any such  extension or waiver shall be valid only if set forth in an instrument,
in writing,  signed on behalf of such party.  The failure of any party hereto to
assert any of its rights hereunder shall not constitute a waiver of such rights.

                                   ARTICLE IX
                    ACTIONS BY THE PARTIES AFTER THE CLOSING

      9.1. SURVIVAL OF REPRESENTATIONS,  WARRANTIES,  ETC. The  representations,
warranties and covenants  contained in or made pursuant to this Agreement or any
certificate,  document or instrument delivered pursuant to or in connection with
this  Agreement  in the  transactions  contemplated  hereby  shall  survive  the
execution   and   delivery  of  this   Agreement   and  the  Closing   hereunder
(notwithstanding  any investigation,  analysis or evaluation by any party hereto
or their  designees  of the  Assets  and  Properties,  business,  operations  or
condition  (financial  or  otherwise)  of  the  other  party)  until  the  third
anniversary of the Effective Time; provided,  however,  that the representations
and warranties of the parties  contained in Sections 3.2, 3.3, 3.4,  3.23,  3.34
and 5.2  shall  continue  to  survive  indefinitely  in full  force  and  effect
following the Effective Time.

      9.2. INDEMNIFICATION.

            (a) By the  Company  and  the  Shareholders.  The  Company  and  the
Shareholders shall severally  indemnify,  defend and hold harmless Parent, CRDE,
Acquisition  Co. and the Surviving  Corporation 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  losses
resulting from any shutdown or curtailment  of operations,  attorneys'  fees and
all amounts paid in investigation, defense or settlement of any of the foregoing
(collectively,  the  "DAMAGES"),  incurred in connection  with,  arising out of,
resulting  from or incident to (i) any breach of any  covenant,  representation,
warranty or  agreement  or the  inaccuracy  of any  representation,  made by the
Company or the  Shareholders in or pursuant to this  Agreement,  or in the other
documents  delivered in  connection  with the  Contemplated  Transactions,  (ii)
Actions or Proceedings  set forth in the Company  Disclosure  Schedule or in the
other documents  delivered in connection with the Contemplated  Transactions and
(iii)  Actions or  Proceedings  involving the Company  whether  disclosed in the
Company Disclosure  Schedule or not; provided,  however,  the Shareholders shall
not be required to pay damages  unless (A) the aggregate  amount of such damages
exceeds  $50,000  (in which  case only the  amount of such  Damages in excess of
$50,000) shall become payable, it being understood that said $50,000 floor shall
not  apply  to  Damages   incurred   under   Sections   9.2(a)(ii)   and  (iii).
Notwithstanding  the foregoing  provisions  hereof,  it is understood and agreed
that the amount of Damages payable by the Shareholders to the Parent Group shall
in no event exceed the Merger Consideration.

                                      -47-
<PAGE>

                                                                   Exhibit 10.30

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

            (c)  Third  Party  Claims;  Defense  of  Claims.  If any  Action  or
Proceeding  is filed or initiated  against any party  entitled to the benefit of
indemnity  hereunder,  written notice thereof shall be given to the indemnifying
party as promptly  as  practicable  (and in any event  within ten days after the
service of the citation or summons);  provided, however, that the failure of any
indemnified   party  to  give  timely   notice   shall  not  affect   rights  to
indemnification  hereunder  except to the  extent  that the  indemnifying  party
demonstrates  actual damage caused by such  failure.  After such notice,  if the
indemnifying  party shall  acknowledge in writing to the indemnified  party that
the  indemnifying  party  shall be  obligated  under the terms of its  indemnity
hereunder in connection  with such Action or Proceeding,  then the  indemnifying
party shall be  entitled,  if it so elects,  to take  control of the defense and
investigation of such Action or Proceeding and to employ and engage attorneys of
its own choice to handle and defend the same,  such  attorneys to be  reasonably
satisfactory to the indemnified  party, at the  indemnifying  party's cost, risk
and expense (unless (i) the indemnifying  party has failed to assume the defense
of such  Action  or  Proceeding  or (ii) the  named  parties  to such  Action or
Proceeding include both of the indemnifying party and the indemnified party, and
the indemnified  party and its counsel determine in good faith that there may be
one or  more  legal  defenses  available  to such  indemnified  party  that  are
different from or additional to those  available to the  indemnifying  party and
that joint representation  would be inappropriate),  and to compromise or settle
such Action or  Proceeding,  which  compromise or settlement  shall be made only
with the  written  consent of the  indemnified  party,  such  consent  not to be
unreasonably  withheld.  The indemnified party may withhold such consent if such
compromise  or  settlement  would  adversely  affect the  conduct of business or
requires  less  than  an  unconditional  release  to be  obtained.  If  (i)  the
indemnifying  party  fails to assume the  defense of such  Action or  Proceeding
within  fifteen  (15) days after  receipt  of notice  thereof  pursuant  to this
Section 9.2, or (ii) the named parties to such Action or Proceeding include both
the indemnifying  party and the indemnified  party and the indemnified party and
its counsel determine in good faith that there may be one or more legal defenses
available to such  indemnified  party that are  different  from or additional to
those available to the indemnifying party and that joint representation would be
inappropriate, the indemnified party against which such Action or Proceeding has
been filed or  initiated  will  (upon  delivering  notice to such  effect to the
indemnifying  party) have the right to undertake,  at the  indemnifying  party's
cost and  expense,  the  defense,  compromise  or  settlement  of such Action or
Proceeding on behalf of and for the account and risk of the indemnifying  party.
In the event the indemnified  party assumes defense of the Action or Proceeding,
the indemnified  party will keep the indemnifying  party reasonably  informed of
the progress of any such  defense,  compromise  or  settlement  and will consult
with,  when   appropriate,   and  consider  any  reasonable   advice  from,  the
indemnifying  party  of  any  such  defense,   compromise  or  settlement.   The
indemnifying  party shall be liable for any  settlement  of any action  effected
pursuant to and in accordance  with this Section 9.2 and for any final  judgment
(subject to any right of appeal), and the indemnifying party agrees to indemnify
and hold harmless the  indemnified  party from and against any Damages by reason
of such settlement or judgment.

                                      -48-
<PAGE>

                                                                   Exhibit 10.30

      Regardless  of whether the  indemnifying  party or the  indemnified  party
takes up the  defense,  the  indemnifying  party will pay  reasonable  costs and
expenses in connection with the defense, compromise or settlement for any Action
or Proceeding under this Section 9.2.

      The indemnified party shall cooperate in all reasonable  respects with the
indemnifying party and such attorneys in the investigation, trial and defense of
such Action or Proceeding and any appeal arising therefrom;  provided,  however,
that  the  indemnified   party  may,  at  its  own  cost,   participate  in  the
investigation,  trial and  defense of such Action or  Proceeding  and any appeal
arising therefrom.  The indemnifying party shall pay all expenses due under this
Section 9.2 as such expenses become due.

            (d) Indemnity Claims. A claim for indemnification for any matter not
involving a  third-party  claim may be asserted by notice to the party from whom
indemnification is sought.

      9.3. OFFSET RIGHTS; NOTICE OF CLAIM.

            (a) Right of Offset.  Subject to the  limitations  set forth in this
Article IX, in the event that Parent,  CRDE or Acquisition  Co. suffers  Damages
pursuant to this  Article 9 or as a result of any breach of the  Non-Competition
Agreement,  each  shall  have the  right to  offset  (in  accordance  with  each
Shareholder's  pro-rata  share of any such  Damages)  such  Damages  against the
principal  amount of the Notes (in the reverse  order of  maturity) in the event
any Notes are outstanding as of the date thereof.

            (b) Notice.  If a party hereto  believes it has suffered or incurred
any Damages, such party shall so notify the other promptly in writing describing
such Damage, the amount thereof, if known, and the method of computation of such
Damage,  all with  reasonable  particularity  and  containing a reference to the
provisions  of this  Agreement or other  agreement,  instrument  or  certificate
delivered pursuant hereto in respect of which such Damage shall have occurred.

      9.4.  NON-EXCLUSIVITY.  The parties hereto  acknowledge and agree that the
indemnity  obligations set forth above shall not be the exclusive  remedy of the
indemnified parties with respect to the Contemplated Transactions.

                                      -49-
<PAGE>

                                                                   Exhibit 10.30

                                    ARTICLE X
                                   ARBITRATION

      10.1. ARBITRATION. In the event of any dispute among the parties hereto as
to the  interpretation  of any  provision  of this  Agreement  or the rights and
obligations  of any party  hereunder,  such  dispute  shall be resolved  through
binding  arbitration  as  hereinafter  provided.  If  arbitration is required to
resolve a dispute  hereunder,  any party may  notify  the  American  Arbitration
Association in Dallas, Texas ("AAA") and request AAA to select one person to act
as the  arbitrator  for  resolution of the dispute.  The  arbitrator so selected
shall conduct any such proceedings  using the Commercial  Arbitration Rules (the
"CAR")  of the AAA and  such  rules  will be  binding  upon all  parties  to the
arbitration  proceeding.  The arbitrator is encouraged to modify the application
of the CAR as the arbitrator deems  appropriate to accomplish the arbitration in
the quickest and least expensive  manner possible.  Accordingly,  the arbitrator
may (i) dispense with any formal rules of evidence and allow  hearsay  testimony
so as to limit  the  number of  witnesses  required,  (ii)  accept  evidence  of
property values without formal appraisals and upon such information  provided by
the parties or other persons and otherwise minimize discovery  procedures as the
arbitrator deems appropriate, (iii) act upon his understanding or interpretation
of the law on any issue without the  obligation to research such issue or accept
or act upon briefs of the issue  prepared by any party,  (iv) limit the time for
presentation  of any party's case as well as the amount of information or number
of witnesses to be presented in connection with any hearing,  and (v) impose any
other rules which the arbitrator believes  appropriate to effect a resolution of
the dispute as quickly and  inexpensively as possible.  The arbitrator will have
the  exclusive  authority to determine  and award costs of  arbitration  and the
costs incurred by any party for their attorneys, advisors and consultants.

                                   ARTICLE XI
                                  MISCELLANEOUS

      11.1.  FURTHER  ASSURANCES.  In case at any time  after  the  Closing  any
further  action is  necessary  or  desirable  to carry out the  purposes of this
Agreement,  each of the parties will take such  further  action  (including  the
execution and delivery of such further  instruments  and documents) as the other
party  reasonably  may request,  all the sole cost and expense of the requesting
party (unless the requesting party is entitled to indemnification therefor under
Article IX).

      11.2. NOTICES. All notices,  requests and other  communications  hereunder
must be in writing and will be deemed to have been duly given only if  delivered
personally against written receipt or by facsimile transmission with answer back
confirmation or mailed (postage prepaid by certified or registered mail,  return
receipt  requested)  or by  overnight  courier to the  parties at the  following
addresses or facsimile numbers:

            If to Parent, CRDE or Surviving Corporation:
                  Crdentia Corp.
                  14114 Dallas Parkway, Suite 600
                  Dallas, Texas  75254
                  Facsimile No.: (972) 392-2722
                  Attention:  Chief Executive Officer

                                      -50-
<PAGE>

                                                                   Exhibit 10.30

            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 Shareholders' Representative:
                  5403 Callandar Ct.
                  Charlotte, NC 28277
                  Attention:  Robert Litton

            with copies to:
                  Steve Williams
                  18300 River Ford Run
                  Davidson, NC 28036

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

      11.3.  ENTIRE  AGREEMENT.  This  Agreement (and all exhibits and schedules
attached hereto, all other documents delivered in connection herewith) supersede
all prior  discussions  and  agreements  among the parties  with  respect to the
subject  matter  hereof and  contains  the sole and entire  agreement  among the
parties hereto with respect thereto, including,  without limitation, the binding
provision of the letter of intent dated March 2, 2005.

      11.4. WAIVER. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the  benefit  thereof,  but no such waiver
shall be effective unless set forth in a written  instrument duly executed by or
on behalf of the party  waiving such term or  condition.  No waiver by any party
hereto of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or  construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.  All remedies,  either under
this  Agreement  or by law or otherwise  afforded,  will be  cumulative  and not
alternative.

      11.5. AMENDMENT.  This Agreement may be amended,  supplemented or modified
only by a written instrument duly executed by or on behalf of each party hereto.

                                      -51-
<PAGE>

                                                                   Exhibit 10.30

      11.6.  NO THIRD  PARTY  BENEFICIARY.  The  terms  and  provisions  of this
Agreement  are  intended  solely for the benefit of each party  hereto and their
respective  successors or permitted assigns,  and it is not the intention of the
parties to confer  third-party  beneficiary  rights upon any other  Person other
than any Person entitled to indemnity under Article IX.

      11.7. NO ASSIGNMENT; Binding Effect. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto without the
prior written  consent of the other parties hereto and any attempt to do so will
be void.  This  Agreement  is  binding  upon,  inures to the  benefit  of and is
enforceable by the parties hereto and their respective successors and assigns.

      11.8. HEADINGS. The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.

      11.9.  SEVERABILITY.  If any  provision  of this  Agreement  is held to be
illegal,  invalid or  unenforceable  under any present or future law, and if the
rights or  obligations  of any party  hereto  under this  Agreement  will not be
materially  and adversely  affected  thereby,  (i) such  provision will be fully
severable,  (ii)  this  Agreement  will be  construed  and  enforced  as if such
illegal,  invalid or unenforceable  provision had never comprised a part hereof,
(iii) the remaining  provisions of this  Agreement will remain in full force and
effect  and  will not be  affected  by the  illegal,  invalid  or  unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision,  there will be added automatically as a part of this
Agreement a legal,  valid and enforceable  provision as similar in terms to such
illegal,  invalid or  unenforceable  provision  as may be possible  and mutually
acceptable to the parties herein.

      11.10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas applicable to contracts  executed
and  performed  in such  State,  without  giving  effect  to  conflicts  of laws
principles.

      11.11.  CONSENT TO JURISDICTION AND FORUM  SELECTION.  Each of the Parent,
CRDE, Acquisition Co., the Company and the Shareholders  irrevocably agrees that
any legal action or proceeding  with respect to this  Agreement  (including  any
legal  action or  proceeding  to  enforce  the  arbitration  provisions  of this
Agreement)  or for the  recognition  and  enforcement  of any judgment  obtained
through  the  arbitration  provisions  of this  Agreement  will be  brought  and
determined  in the  federal or state  courts or other  courts  located in Dallas
County,  Texas, and each of the Parent,  CRDE,  Acquisition Co., the Company and
the Shareholders  hereby  irrevocably  submits with regard to any such action or
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 be construed in
favor of or  against  any party on the  ground  that such  party or its  counsel
drafted the provision. Any remedies provided for herein are not exclusive of any
other lawful  remedies  which may be available to either party.  This  Agreement
shall at all times be construed so as to carry out the purposes stated herein.

                                      -52-
<PAGE>

                                                                   Exhibit 10.30

      11.13.  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts and by facsimile, each of which will be deemed an original, but all
of which  together  will  constitute  one and the same  instrument.  The parties
specifically  acknowledge  and agree that any variation of "version  numbers" or
other  similar  references  contained  on any of the  signature  pages  shall be
inconsequential,  shall  not have any  contractual  significance,  and shall not
affect the validity of such signature pages in any way whatsoever.

      11.14. ATTORNEY'S FEES. In the event any action is brought for enforcement
or interpretation  of this Agreement,  the prevailing party shall be entitled to
recover reasonable attorney's fees and costs incurred in said action.

                  [Remainder of page intentionally left blank]

                                      -53-
<PAGE>


             SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION

      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto, or their duly authorized officer, as of the date first above
written.

                                    CRDENTIA CORP.,
                                    a Delaware corporation

                                    By:    /s/ Pamela G. Atherton
                                           ----------------------
                                    Name:  Pamela G. Atherton
                                    Title: President

                                    CRDE CORP.,
                                    a Delaware corporation

                                    By:   /s/ Pamela G. Atherton
                                          ----------------------
                                    Name:  Pamela G. Atherton
                                    Title: President

                                    TRAVMED ACQUISITION CORPORATION,
                                    a North Carolina corporation

                                    By:   /s/ Pamela G. Atherton
                                          ----------------------
                                    Name:  Pamela G. Atherton
                                    Title: President

                                    TRAVMED USA, INC.,
                                    a North Carolina corporation

                                    By:    /s/ Steve Williams
                                           ------------------
                                    Name:  Steve Williams
                                    Title: President

Address:                                  /s/ Steve Williams
18300 River Ford Run                      -------------------
Davidson, NC 28036                        Steve Williams

Address:                                  /s/ Robert Litton
5403 Callandar Ct.                        -----------------
Davidson, NC 28036                        Robert Litton


<PAGE>

                           COMPANY DISCLOSURE SCHEDULE

                                (See Attachments)

                                      S-1
<PAGE>

                                    EXHIBIT A

                               ARTICLES OF MERGER

                                (See Attachment)

                                      A-1
<PAGE>

                                    EXHIBIT B

                                    FORMS OF

                    CONVERTIBLE SUBORDINATED PROMISSORY NOTE

                                (SEE ATTACHMENTS)

                                      B-1

<PAGE>

                                    EXHIBIT C

                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT

                                 (Robert Litton)

                                (See Attachment)

                                      C-1

<PAGE>

                                    EXHIBIT D

                          COMPANY SECRETARY CERTIFICATE

                                (See Attachment)

                                       D-1

<PAGE>

                                    EXHIBIT E

                                    RELEASES

                                (See Attachments)

                                      E-1

<PAGE>

                                    EXHIBIT F

                      OPINION OF COMPANY COUNSEL TO COMPANY

                                (See Attachment)

                                      F-1

<PAGE>

                                    EXHIBIT G

                             SUBORDINATION AGREEMENT

                                (See Attachment)

                                      G-1

<PAGE>

                                    EXHIBIT H

                           CRDE SECRETARY CERTIFICATE

                                (See Attachment)

                                      H-1

<PAGE>

                                    EXHIBIT I

                      ACQUISITION CO. SECRETARY CERTIFICATE

                                (See Attachment)

                                      I-1

<PAGE>

                                    EXHIBIT J

                             INFORMATION CERTIFICATE

                                (See Attachment)

                                      J-1

<PAGE>

                                    EXHIBIT K

                          REGISTRATION RIGHTS AGREEMENT

                                (See Attachment)

                                      K-1

<PAGE>

                                    EXHIBIT L

                      EMPLOYMENT AGREEMENT - ROBERT LITTON

                                (See Attachment)

                                      L-1

<PAGE>

                                    EXHIBIT M

                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT

                                (Steve Williams)

                                (See Attachment)

                                      M-1

<PAGE>

                                    EXHIBIT N

                              ASSIGNMENT AGREEMENT

                                (See Attachment)

                                      N-1

<PAGE>

                                    EXHIBIT O

                     FIRST AMENDMENT TO THE LEASE AGREEMENT

To be handled post Closing.

                                      O-1

<PAGE>

                                    EXHIBIT P

                        ADMINISTRATIVE SHARING AGREEMENT

To be handled post Closing.

                                      P-1