Exhibit 10.31






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                      AGREEMENT AND PLAN OF REORGANIZATION


                                  BY AND AMONG


                                 CRDENTIA CORP.,
                          HIP ACQUISITION CORPORATION,


                               HIP HOLDING, INC.,


                    AND THE SHAREHOLDERS OF HIP HOLDING, INC.


                              DATED MARCH 28, 2005







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<PAGE>
                                                                   Exhibit 10.31

                              TABLE OF CONTENTS


                                                                            PAGE


ARTICLE 1. DEFINITIONS.......................................................2
  1.1   Defined Terms........................................................2
  1.2   Construction of Certain Terms and Phrases............................8

ARTICLE 2. THE MERGER........................................................9
  2.1   The Merger...........................................................9
  2.2   Effective Time.......................................................9
  2.3   Effect of the Merger.................................................9
  2.4   Certificate of Incorporation; Bylaws.................................9
  2.5   Directors and Officers...............................................9
  2.6   Effect on Capital Stock/Merger Consideration........................10
  2.7   Additional Merger Consideration.....................................11
  2.8   Exchange Procedure..................................................12
  2.9   Balance Sheet Items.................................................13
  2.10  Closing.............................................................14
  2.11  Exemption from Registration.........................................15
  2.12  No Shareholder Representative.......................................16
  2.13  Post-Closing Matters................................................16

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................16
  3.1   Organization of the Company.........................................16
  3.2   Organization of HIP, LLC............................................16
  3.3   Capital Stock of the Company........................................17
  3.4   Ownership of Shares.................................................17
  3.5   Ownership of HIP, LLC...............................................17
  3.6   Authority of the Company............................................17
  3.7   Intentionally Deleted...............................................18
  3.8   No Affiliates.......................................................18
  3.9   No Conflicts........................................................18
  3.10  Consents and Governmental Approvals and Filings.....................18
  3.11  Books and Records...................................................18
  3.12  Company Financial Statements........................................19
  3.13  Absence of Changes..................................................19
  3.14  No Undisclosed Liabilities..........................................19
  3.15  Tangible Personal Property..........................................19
  3.16  Benefit Plans; ERISA................................................20
  3.17  Real Property.......................................................21
  3.18  Proprietary Information of Third Parties............................21
  3.19  Compliance with Legal Requirements; Governmental Authorizations.....21
  3.20  Legal Proceedings; Orders...........................................23
  3.21  Contracts...........................................................24
  3.22  Intentionally Deleted...............................................26
  3.23  Accounts Payable....................................................26


                                      -i-
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                                                                   Exhibit 10.31

  3.24  Equipment...........................................................26
  3.25  Insurance...........................................................26
  3.26  Tax Matters.........................................................27
  3.27  Labor and Employment Relations......................................28
  3.28  Certain Employees...................................................29
  3.29  Absence of Certain Developments.....................................29
  3.30  Customers...........................................................31
  3.31  Bank Accounts.......................................................31
  3.32  Intentionally Deleted...............................................31
  3.33  Regulatory Compliance...............................................31
  3.34  Third Party Consents................................................32
  3.35  Relationships with Related Persons..................................32
  3.36  Certain Payments....................................................32
  3.37  Brokers.............................................................32
  3.38  Verification of Credentials.........................................32
  3.39  Training............................................................33
  3.40  Existing Indebtedness...............................................33
  3.41  Material Misstatements and Omissions................................33

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO......34
  4.1   Organization........................................................34
  4.2   Authority...........................................................34
  4.3   Litigation..........................................................34
  4.4   Reports and Financial Statements....................................34
  4.5   Brokers.............................................................35

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS...............35
  5.1   Requisite Power and Authority.......................................35
  5.2   Investment Representations..........................................35
  5.3   Transfer Restrictions...............................................36
  5.4   Market Standoff.....................................................37

ARTICLE 6. ADDITIONAL AGREEMENTS............................................37
  6.1   Access to Information...............................................37
  6.2   Public Announcements; Company Literature............................38
  6.3   Fees and Expenses...................................................38
  6.4   Confidentiality.....................................................38

ARTICLE 7. CONDITIONS TO CONSUMMATION OF THE MERGER.........................38
  7.1   Conditions to Each Party's Obligations to Effect the Merger.........38
  7.2   Conditions to the Obligations of the Company........................39
  7.3   Conditions to the Obligations of Parent and Acquisition Co..........39

ARTICLE 8. INTENTIONALLY DELETED............................................40

ARTICLE 9. ACTIONS BY THE PARTIES AFTER THE CLOSING.........................40


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                                                                   Exhibit 10.31

  9.1   Survival of Representations, Warranties, Etc........................40
  9.2   Indemnification.....................................................41
  9.3   Right of Offset.....................................................42
  9.4   Articles of Incorporation and Bylaws................................43
  9.5   Exclusivity.........................................................43
  9.6   Tax Matters.........................................................43

ARTICLE 10. ARBITRATION.....................................................45
  10.1  Arbitration.........................................................45

ARTICLE 11. MISCELLANEOUS...................................................45
  11.1  Further Assurances..................................................45
  11.2  Notices.............................................................46
  11.3  Entire Agreement....................................................47
  11.4  Waiver..............................................................47
  11.5  Amendment...........................................................47
  11.6  No Third Party Beneficiary..........................................47
  11.7  No Assignment; Binding Effect.......................................47
  11.8  Headings............................................................47
  11.9  Severability........................................................47
  11.10 Governing Law.......................................................48
  11.11 Consent to Jurisdiction and Forum Selection.........................48
  11.12 Construction........................................................48
  11.13 Counterparts........................................................48
  11.14 Attorney's Fees.....................................................48

                             SCHEDULES AND EXHIBITS
                             ----------------------

Exhibits
--------

Exhibit A   -     Certificate of Merger
Exhibit B   -     Incremental Revenue Share Formula
Exhibit C   -     Letter of Transmittal
Exhibit D   -     Non-Competition and Non-Solicitation Agreement
Exhibit E   -     Employment Agreement
Exhibit F   -     Company Secretary Certificate
Exhibit G   -     Release
Exhibit H   -     Parent Secretary Certificate


                                     -iii-
<PAGE>
                                                                   Exhibit 10.31

                      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"),  HIP Acquisition Corporation, a Delaware corporation and
a wholly-owned  subsidiary of Parent ("Acquisition  Co."), HIP Holding,  Inc., a
Delaware  corporation  (the  "Company"),  and C. Michael Emery and Matthew James
Cahillane  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 Delaware General  Corporation Law (the "DGCL"),  Acquisition
Co. and the Company will enter into a business combination  transaction pursuant
to which the Company will merge with and into Acquisition Co. (the "Merger").

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

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

      G. The parties  intend,  by executing this  Agreement,  to adopt a plan of
reorganization  within the meaning of Section 368 of the Code,  and to cause the
Merger to qualify as a reorganization  under the provisions of Section 368(a) of
the Code.

      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:


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<PAGE>
                                                                   Exhibit 10.31

ARTICLE 1.
                                   DEFINITIONS
                                   -----------

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

      "2005  Company  Revenue"  shall  mean the gross  revenues,  determined  in
accordance with GAAP, generated by the Surviving Corporation and HIP, LLC during
the twelve month period ending March 31, 2005.  Gross revenues  include  revenue
derived from employees placed or scheduled by the Surviving Corporation and HIP,
LLC.

      "2006  Company  Revenue"  shall  mean the gross  revenues,  determined  in
accordance with GAAP, generated by the Surviving Corporation and HIP, LLC during
the twelve month period ending March 31, 2006.  Gross revenues  include  revenue
derived from employees placed or scheduled by the Surviving Corporation and HIP,
LLC.

      "2007  Company  Revenue"  shall  mean the gross  revenues,  determined  in
accordance with GAAP, generated by the Surviving Corporation and HIP, LLC during
the twelve month period ending March 31, 2007.  Gross revenues  include  revenue
derived from employees placed or scheduled by the Surviving Corporation and HIP,
LLC.

      "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.

      "Additional  Merger  Consideration"  has the  meaning set forth in Section
2.7.

      "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.

      "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.


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<PAGE>
                                                                   Exhibit 10.31

      "Benefit Plan" means any Plan  established,  arranged or maintained by the
Company,  HIP, LLC or any corporate group of which the Company or HIP, LLC is or
was a  member,  existing  at the  Closing  Date or prior  thereto,  to which the
Company or HIP, LLC contributes or has contributed, or under which any employee,
manager,  officer,  director or former employee,  manager officer or director of
the Company,  HIP, LLC 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.

      "Business  of the  Company"  means the per diem  nurse  staffing  business
conducted  prior to the date hereof (both before and after the HIP  Transaction)
by the Company,  HIP, LLC and their respective  subsidiaries,  if any, including
all  operational,   management,  financial  and  contractual  elements  included
therein.

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

      "Certificate of Merger" has the meaning set forth in Section 2.2.

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

      "Closing Date" has the meaning set forth in Section 2.10(a).

      "Code" means the Internal Revenue Code of 1986, as amended.

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

      "Company Common Stock" has the meaning set forth in Section 3.3(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 unaudited balance sheets of
HIP, LLC and the related  unaudited  statements of income and retained  earnings
for the fiscal periods ended  December 31, 2004,  December 31, 2003 and December
31, 2002, and (ii) the Interim Financial Statements.

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


                                       -3-
<PAGE>
                                                                   Exhibit 10.31

      "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 Releases, and the Employment
Agreements;  (c) the performance by Parent, Acquisition Co., the Company and the
Shareholders of their respective covenants and obligations under this Agreement;
and (d)  Parent'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.

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

      "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.

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

      "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 or HIP, LLC, as such terms are defined in Section 414 of the Code.

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

      "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.

      "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.


                                      -4-
<PAGE>
                                                                   Exhibit 10.31

      "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.

      "HIP,  LLC"  shall mean  Health  Industry  Professionals,  LLC, a Michigan
limited liability company.

      "Initial  Merger  Consideration"  has the  meaning  set  forth in  Section
2.6(b).

      "Income Tax" means any federal,  state (including Michigan Single Business
Tax),  local,  or foreign Tax based on or measured by  reference  to net income,
including any interest, penalty, or addition thereto, whether disputed or not.

      "Income 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 any taxing authority with respect to Income Taxes.

      "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,  unaudited
balance sheet and  unaudited  statement of income for HIP, LLC, in each case for
the two (2)  month  period  ended  February  28,  2005.  The  Interim  Financial
Statements have not been prepared in accordance with GAAP.

      "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,  director or  Shareholder of the Company or manager of HIP, LLC.
An officer, director or Shareholder of the Company or manager of HIP, LLC will


                                      -5-
<PAGE>
                                                                   Exhibit 10.31

be  deemed  to have  Knowledge  of a  particular  fact or other  matter  if such
individual is actually aware 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 such individual
is actually aware of such fact or other matter.

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

      "Material Adverse Effect" means, for any Person, a material adverse effect
whether  individually  or in the  aggregate  (a) on  the  business,  operations,
financial  condition or Assets and Properties,  of such Person taken as a whole,
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.

      "Merger  Consideration"  means  the  Initial  Merger  Consideration  and
Additional Merger Consideration, if any.

      "Non-Competition   Agreements"  has  the  meaning  set  forth  in  Section
2.10(b)(iii).

      "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 Common Stock" means the shares of common stock of Parent,  $0.0001
par value.

      "Parent  Common  Stock  Value"  has  the  meaning  set  forth  in  Section
2.6(b)(ii).

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


                                      -6-
<PAGE>
                                                                   Exhibit 10.31

      "Parent SEC Documents" means each form,  report,  schedule,  statement and
other document filed by the Parent through the date of this Agreement  under the
Exchange Act or the Securities Act, including any amendment to such document.

      "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,  (b) assets
which are leased and  intellectual  property  which is licensed,  (c) mechanics,
carriers',  workmen's,  repairmen's,  warehousemen's  or other like Encumbrances
arising or incurred in the  Ordinary  Course of Business or by operation of law,
which Encumbrances as set forth in this subsection (c) have been properly booked
as a  payable  in the  Books  and  Records  of the  Company  and (d)  any  minor
imperfection  of title  or  similar  Encumbrance  which  individually  or in the
aggregate with other such  Encumbrances does not impair the Assets or Properties
or the use of such Assets or  Properties  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 3.17.

      "Release" has the meaning set forth in Section 2.10(b)(vi).

      "SEC"  shall  mean the  Securities  &  Exchange  Commission  of the United
States.

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

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


                                      -7-
<PAGE>
                                                                   Exhibit 10.31

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

      "Stock Consideration" has the meaning set forth in Section 2.6(b)(i).

      "Stock   Consideration  Value"  has  the  meaning  set  forth  in  Section
2.6(b)(i).

      "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.

      "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  conclude  that  such a claim,  proceeding,  dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.

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

      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 herein and not expressly  defined herein
shall have the meanings given to them under GAAP.


                                      -8-
<PAGE>
                                                                   Exhibit 10.31

                                   ARTICLE 2.
                                   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 DGCL, the
Company shall be merged with and into Acquisition Co., the separate corporate
existence of the Company shall cease and Acquisition Co. shall continue as the
surviving corporation. Acquisition Co. 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
certificate  of merger  substantially  in the form attached  hereto as Exhibit A
(the  "Certificate  of Merger") with the Secretary of State of Delaware,  all in
accordance  with the relevant  provisions of the DGCL (the time of acceptance by
the  Secretary of State of the State of Delaware of such  filing,  or such later
time as may be agreed in writing by the parties and specified in the Certificate
of  Merger,  being  the  "Effective  Time")  as  soon as  practicable  following
fulfillment of the conditions set forth in Article 7 hereof.  Unless the context
otherwise  requires,  the term "Agreement" as used herein refers collectively to
this Agreement and the Certificate of Merger.

      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
DGCL. 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   CERTIFICATE OF INCORPORATION; BYLAWS.

            (a) At the Effective  Time,  the  Certificate  of  Incorporation  of
Acquisition  Co. shall be the  Certificate  of  Incorporation  of the  Surviving
Corporation,  except that Article  First thereof shall be amended to read in its
entirety as follows: "FIRST: The name of the corporation is HIP Holding, 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 " HIP Holding,
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, to serve 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,
to serve until their successors are duly elected or appointed or qualified.


                                      -9-
<PAGE>
                                                                   Exhibit 10.31

      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  and  a  Letter  of   Transmittal  as
contemplated  in Section 2.8, a ratable portion of the Merger  Consideration  as
determined in Section 2.6(b) and Section 2.7 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  consideration  described  in the  preceding
sentence, and all such shares shall be cancelled and retired.

            (b) Initial Merger  Consideration.  The initial merger consideration
shall consist of $3,952,500  (the "Initial Merger  Consideration")  and shall be
paid on the Closing Date as follows:

                  (i) Cash Consideration.  $1,350,900 shall be paid in cash (the
"Cash  Consideration")  to the  Shareholders  pro  rata,  by  wire  transfer  or
cashier's  checks  drawn upon a federally  insured  lending  institution  on the
Closing Date; and

                  (ii) Stock Consideration. $2,601,600 (the "Stock Consideration
Value")  shall  be  paid by the  issuance  to the  Shareholders,  pro  rata,  of
1,283,684  shares of Parent Common Stock.  For purposes of this  Agreement,  the
"Stock Consideration" shall mean the aggregate number of shares of Parent Common
Stock issuable on the Closing Date in accordance  with this Section  2.6(b)(ii);
and

                  (iii) Pro Rata Share of Shareholders.  Each Shareholder  shall
be entitled to fifty percent (50%) of all 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
such shares' pro rata amount of the Cash Consideration and Stock Consideration.

                  (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.  Each  stock
certificate of  Acquisition  Co.  evidencing  ownership of any such shares shall
continue to evidence  ownership of such shares of capital stock of the Surviving
Corporation.


                                      -10-
<PAGE>
                                                                   Exhibit 10.31

      2.7 ADDITIONAL  MERGER  CONSIDERATION  . In addition to the Initial Merger
Consideration,   each  Shareholder   shall  be  entitled  to  additional  merger
consideration (the "Additional Merger Consideration") calculated as follows:

            (a) 2006 Revenue Adjustments to Merger Consideration.

                  (i) Calculation of Additional Merger Consideration  (2006). In
the event that the 2006 Company  Revenue  exceeds the 2005 Company Revenue (such
excess, if any, the "2006 Incremental Company Revenue"),  Parent shall issue, as
additional  Stock  Consideration,  shares of Parent  Common  Stock  derived from
calculating through that certain formula set forth in Exhibit B attached hereto.
The 2005  Company  Revenue  and 2006  Company  Revenue  shall be  calculated  by
management of Parent in good faith and such  calculations  shall be delivered to
the  Shareholders.  The  Shareholders  shall have ten (10) days from the date of
receipt of such calculations to dispute the calculations.  If one or more of the
Shareholders  dispute such  calculations  during such  period,  the parties will
resolve such dispute in accordance with the dispute provisions of Article 10. If
neither   Shareholder   disputes  such  calculation   during  such  period,  the
calculations of Parent shall be final and binding on all parties. The additional
Stock Consideration payable pursuant to this Section 2.7(a)(i), if any, shall be
made in  accordance  with each  Shareholder's  respective  pro rata share of the
Stock   Consideration   paid  on  the  Closing  Date.   The   additional   Stock
Consideration,  if any,  issuable and payable pursuant to this Section 2.7(a)(i)
shall be referred to as the "2006 Incremental Revenue Payment."

                  (ii)  Incremental  Revenue Payment Date.  Parent shall pay the
2006 Incremental  Revenue Payment, if any, on or before June 30, 2006 unless the
Shareholders  dispute  Parent's  calculations of the 2006 Company Revenue or the
2005  Company  Revenue,  as the case may be, in which case Parent  shall pay the
applicable 2006  Incremental  Revenue  Payment,  if any, within thirty (30) days
after  resolution  of the dispute in accordance  with the dispute  provisions of
Article 10.

                  (iii) Incremental  Revenue Deficit. In the event that the 2005
Company Revenue exceeds the 2006 Company Revenue (a "2006 Revenue Decline"),  no
Additional Merger Consideration pursuant to this Section 2.7(a) shall be paid.

            (b) 2007 Revenue Adjustments to Merger Consideration.

                  (i)  Calculation of Additional  Merger  Consideration  (2007).
Subject to the provisions of Section  2.7(b)(iii),  below, in the event that the
2007 Company Revenue exceeds the 2006 Company Revenue (such excess,  if any, the
"2007  Incremental  Company  Revenue"),  Parent shall issue, as additional Stock
Consideration,  shares of Parent Common Stock derived from  calculating  through
that certain  formula set forth in Exhibit B attached  hereto.  The 2006 Company
Revenue and 2007 Company  Revenue shall be calculated by management of Parent in
good faith and such  calculations  shall be delivered to the  Shareholders.  The
Shareholders  shall  have  ten  (10)  days  from  the  date of  receipt  of such
calculations  to dispute the  calculations.  If one or more of the  Shareholders
dispute  such  calculations  during such  period,  the parties will resolve such
dispute in  accordance  with the  dispute  provisions  of Article 10. If neither
Shareholder  disputes such calculation  during such period,  the calculations of
Parent  shall  be  final  and  binding  on all  parties.  The  additional  Stock
Consideration payable pursuant to this Section 2.7(b)(i),  if any, shall be made
in accordance  with each  Shareholder's  respective  pro rata share of the Stock
Consideration paid on the Closing Date. The additional Stock  Consideration,  if
any, issuable and payable pursuant to this Section 2.7(b)(i) shall be referred


                                      -11-
<PAGE>
                                                                   Exhibit 10.31

to as the "2007 Incremental Revenue Payment."

                  (ii)  Incremental  Revenue Payment Date.  Parent shall pay the
2007 Incremental  Revenue Payment, if any, on or before June 30, 2007 unless the
Shareholders  dispute  Parent's  calculations of the 2007 Company Revenue or the
2006  Company  Revenue,  as the case may be, in which case Parent  shall pay the
applicable 2007  Incremental  Revenue  Payment,  if any, within thirty (30) days
after  resolution  of the dispute in accordance  with the dispute  provisions of
Article 10.

                  (iii) Notwithstanding the provisions of Section 2.7(b)(i),  in
the event there shall have been a 2006 Revenue Decline,  the calculation for the
2007 Incremental  Revenue Payment, if any, shall be based on the increase in the
2007 Company Revenues over the 2005 Company  Revenue,  if any, such excess being
the basis for the 2007 Incremental Company Revenue calculations.

                  (iv) Incremental  Revenue Deficit.  In the event that the 2006
Company  Revenue  exceeds  the  2007  Company  Revenue,   no  Additional  Merger
Consideration pursuant to this Section 2.7(b) shall be paid.

2.8   EXCHANGE PROCEDURE.

            (a) Each holder of record of a  certificate  or  certificates  which
immediately  prior to the Effective Time  represented  Company Common Stock (the
"Stock Certificates") whose shares are being converted into a ratable portion of
the Merger  Consideration  pursuant to Section 2.6 above shall provide to Parent
at the  Closing,  (i) a letter of  transmittal  in the form  attached  hereto as
Exhibit C and (ii) one or more Stock  Certificates  for  cancellation to Parent,
duly endorsed in blank (or  accompanied  by duly executed  stock powers) and, if
necessary,  spousal consents by each spouse, if any, of each  Shareholder,  duly
executed by such  spouses.  The holder of such Stock  Certificate  shall then be
entitled  to receive  in  exchange  therefor  the Cash  Consideration  and Stock
Consideration to which such holder of Company Common Stock is entitled  pursuant
to Section 2.6 above and the Additional Merger  Consideration,  if any, pursuant
to Section 2.7 above. 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  2.8,  each Stock  Certificate  shall be deemed for all  corporate
purposes  to  evidence  the  amount of the Merger  Consideration  into which the
Company Common Stock represented by such Stock Certificate have been converted.

            (b) From and after the  Effective  Time,  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 2.8,  provided  that the  presenting
holder is listed on the Company's Shareholder list as a holder of Company Common
Stock.


                                      -12-
<PAGE>
                                                                   Exhibit 10.31

            (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 Sections 2.6 and 2.7 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 with respect to the Stock Certificates
alleged to have been lost, stolen or destroyed.

            (d)  Notwithstanding  anything to the  contrary in this Section 2.8,
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) It is  intended  by the  parties  hereto  that the Merger  shall
constitute a reorganization within the meaning of Section 368(a) of the Code.

            (f) 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,  the  Shareholders  or otherwise to take, and will
take,  all such  lawful  and  necessary  action  so long as such  action  is not
inconsistent with this Agreement.

      2.9 BALANCE SHEET ITEMS. Prior to the Closing,  the Parties recognize that
the Shareholders shall have made a distribution to themselves of (i) all cash in
the Company and HIP, LLC in excess of (a) trade payables of the Company and HIP,
LLC as of  March  21,  2005 and (b) all  liabilities  (whether  or not  invoices
therefor  have been  received  by the  Company  or HIP,  LLC)  arising  from the
Ordinary  Course of Business of the Company and HIP, LLC through March 20, 2005,
and (ii) all  accounts  receivable  of the Company and HIP,  LLC as of March 21,
2005. The  distributions  contemplated in this Section 2.9 have been approved by
Parent based on the understanding and agreement of the Company, HIP, LLC and the
Shareholders  that (a) neither the  Company nor HIP,  LLC shall have,  as of the
Closing, any indebtedness,  liabilities or obligations of any nature whatsoever,
whether  secured or  unsecured,  other than the trade  payables,  whether or not
invoices  therefor have been  received by the Company or HIP, LLC,  prior to the
Closing for which the Company and HIP, LLC shall have  sufficient cash to pay in
full,  all as  contemplated  in clause (i) of the  preceding  sentence,  (b) the
Shareholders  shall be responsible  for all wages,  obligations  and liabilities
arising out of the operations of the Company and HIP, LLC through March 20, 2005
and  (c) the  Shareholders  shall  be  entitled  to all  revenues  and  accounts
receivable  arising out of the  operations  of the Company and HIP,  LLC through
March 20, 2005.


                                      -13-
<PAGE>
                                                                   Exhibit 10.31

      2.10  CLOSING.

            (a) Time and  Place.  The  consummation  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").

            (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  and/or  Acquisition  Co., as the
case may be:

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

                  (ii) the Non-Competition and Non-Solicitation Agreement by and
between  Parent  and  each of the  Shareholders,  substantially  in the  form of
Exhibit D (the "Non-Competition Agreement"), duly executed by such parties;

                  (iii) an  Employment  Agreement  by and between the  Surviving
Corporation and each of the Shareholders  substantially in the form of Exhibit E
(the "Employment Agreement") duly executed by each Shareholder;

                  (iv)  a   certificate   of  the   Secretary   of  the  Company
substantially  in the form of Exhibit F 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 Delaware, (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 business,  (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;

                  (v) [Intentionally Deleted]

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

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

                  (viii) a Building  Lease  relating to the premises  from which
the  Business of the  Company is  currently  operated,  such lease to be in form
satisfactory to the Parent and the Shareholders  (the  "Facilities  Lease") duly
executed by the owner of such premises.

                  (ix) an opinion of Dykema Gossett PLLC, counsel to the Company
addressing  the matters set forth in Section 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6, in
a form satisfactory to Parent;


                                      -14-
<PAGE>
                                                                   Exhibit 10.31

                  (x) a listing  of the amount of Stock  Consideration  and Cash
Consideration  to be paid at the  Closing to each  Person  entitled to receive a
portion thereof pursuant to the terms hereof;

                  (xi)  documents,  instruments  and  releases  relating  to the
retirement, pay-off and release of all loan obligations, security agreements and
financing statements binding on, or filed against, the Company or HIP, LLC along
with an authorization  from each Shareholder to pay such amounts and deduct from
the Cash Consideration due to Shareholders the amount thereof;

                  (xii) such  documents  and  instruments  as may be required by
Parent's secured lender;

                  (xiii) an  amendment  with Ladder  Company 3, LLC, in form and
substance  satisfactory  to Parent,  duly  executed by all  appropriate  parties
thereto (the "Ladder Amendment")

                  (xiv) such other  documents as Parent may  reasonably  request
for  the  purpose  of  facilitating   the   consummation  of  the   Contemplated
Transactions.

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

                  (i) the Non-Competition Agreement, duly executed by Parent;

                  (ii) an Employment  Agreement with each of the Shareholders on
terms  satisfactory  to the Parent and such  Shareholders  duly executed by each
Shareholder;

                  (iii) a certificate  of the Secretary of Parent  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 Parent 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 Parent  authorizing  the
execution,  delivery  and  performance  of  this  Agreement  by  Parent  and the
consummation of the transactions contemplated hereby and (C) incumbency matters;

                  (iv) the  Facilities  Lease  duly  executed  by the  Surviving
Corporation; and

                  (v) the Stock  Consideration  and Cash  Consideration for each
Shareholder.

      2.11 EXEMPTION FROM REGISTRATION.  The issuance of the Parent Common Stock
issuable as Stock Consideration 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.


                                      -15-
<PAGE>
                                                                   Exhibit 10.31

      2.12 NO SHAREHOLDER REPRESENTATIVE.  The Shareholders have not appointed a
shareholder   representative   and  desire  that  Parent  and/or  the  Surviving
Corporation obtain approval of both Shareholders relating to any matters arising
under this  Agreement.  The  Shareholders  agree that  Parent and the  Surviving
Corporation   shall  not  incur  any  additional   liability  due  to  both  the
Shareholders not approving any matter or resolution thereof under this Agreement
and shall not be obligated  to act in any way under the terms of this  Agreement
without such approval from both such Shareholders.

      2.13 POST-CLOSING  MATTERS. The Shareholders and the Surviving Corporation
acknowledge that such parties will negotiate in good faith following the Closing
the  resolution  of the  following:  (i) the  issuance  of a  separate  class of
membership  interest  in Ladder  Company  3, LLC to  transfer  certain  Michigan
business  tax credits to the  Surviving  Corporation  and (ii)  certain  prepaid
insurance  amounts to be paid to the  Shareholders.  Additionally,  the  parties
recognize that the Parent will issue to the Shareholders, pro rata an additional
2,108 shares of Parent Common Stock.


                                   ARTICLE 3.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                                 OF THE COMPANY
                                 --------------

      The Company and each of the Shareholders, jointly and severally, represent
and  warrant to Parent and  Acquisition  Co. as of the date hereof and as of the
Closing Date, except as set forth on the Company  Disclosure  Schedule furnished
to Parent  specifically  identifying the relevant  subparagraph hereof (provided
that the mere inclusion of an item in the Company Disclosure  Schedule shall not
be deemed an  admission  that such  disclosure  is required  to be made),  which
exceptions  shall be  deemed to be  representations  and  warranties  as if made
hereunder, as follows:

      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
Delaware.  The Company is duly  authorized  to conduct  business  and is in good
standing in 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 and its  subsidiaries.  The Company has all  requisite
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.  The Company has delivered to Parent correct and complete copies of its
charter documents and organizational documents, each as amended to date.

      3.2 ORGANIZATION OF HIP, LLC. HIP, LLC is a limited liability company duly
organized, validly existing, and in good standing under the laws of the State of
Michigan.  HIP,  LLC is  duly  authorized  to  conduct  business  and is in good
standing in each  jurisdiction  where such  qualification is required except for
any  jurisdiction  where failure so to qualify would not have a Material Adverse
Effect upon HIP, LLC and its subsidiaries.  HIP, LLC has all requisite 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 HIP, LLC
except where the failure to have such power and authority or to hold such Permit


                                      -16-
<PAGE>
                                                                   Exhibit 10.31

or authorization  would not have a Material Adverse Effect on HIP, LLC. HIP, LLC
has delivered to Parent correct and complete copies of its charter documents and
organizational documents, each as amended to date.

      3.3 CAPITAL STOCK OF THE COMPANY.

            (a) The  authorized  capital  stock of the  Company  consists of (i)
1,000 shares of common stock, no par value per share  ("Company  Common Stock"),
of which 1,000 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.

            (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.

            (c) 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.

      3.4 OWNERSHIP OF SHARES. 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 3.4(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 2.8 will transfer to the Parent good and valid
title thereto free and clear of all Encumbrances.

      3.5 OWNERSHIP OF HIP, LLC.

            (a)  The  Company  owns  all  of the  membership  and  other  equity
interests of HIP, LLC, free and clear of all Encumbrances.

            (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 membership  interests or
other equity in HIP, LLC.

      3.6  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


                                      -17-
<PAGE>
                                                                   Exhibit 10.31

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.

      3.7 INTENTIONALLY DELETED.

      3.8 NO  AFFILIATES.  Except as set  forth in  Section  3.8 of the  Company
Disclosure  Schedule,  the Company does not have any Affiliates or  subsidiaries
other than HIP,  LLC and is not a partner in any  partnership  or a party to any
joint venture.

      3.9 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 or HIP, LLC;

            (b) to the  Knowledge of the Company,  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 of the Company or Assets or Properties of the Company
or HIP, LLC;

            (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 Material  Contract (as defined below) to
which the Company or HIP,  LLC 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 3.9(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 or HIP, LLC
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.

      3.10 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  or HIP,  LLC is  required  in  connection  with the
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby.

      3.11 BOOKS AND RECORDS.  The minute books and other  corporate  records of
the Company and HIP, LLC 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 and the Members and Managers of HIP, LLC. 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.


                                      -18-
<PAGE>
                                                                   Exhibit 10.31

The equity  transfer  ledgers and other similar  records of HIP, LLC  accurately
reflect all issuances and record  transfers in the membership  interests of HIP,
LLC. The other Books and Records of the Company and HIP,  LLC are true,  correct
and complete,  represent bonafide business transactions and have been maintained
in accordance  with sound business  practices,  including the  maintenance of an
adequate system of internal controls.

      3.12 COMPANY FINANCIAL STATEMENTS. The Company has previously delivered to
Parent the Company Financial  Statements.  Such Company Financial Statements (i)
are true,  correct and complete,  (ii) have been prepared derived from the Books
and Records of the Company,  (iii) have been prepared in conformity with GAAP in
all material  respects,  and (iv) fairly  present the  financial  condition  and
results of operations of HIP, LLC as of the respective dates thereof and for the
periods  covered  thereby;  provided that the Interim  Financial  Statements are
subject to normal  year-end  adjustments  and  accruals and lack  footnotes  and
certain other presentation items.

      3.13  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 and HIP, LLC.

      3.14 NO  UNDISCLOSED  LIABILITIES.  Except as disclosed in Section 3.14 of
the Company Disclosure Schedule or in the Company Financial  Statements,  to the
Knowledge of the Company,  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
or HIP, LLC for any such Liabilities relating to or affecting the Company,  HIP,
LLC or any of their 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  and HIP,  LLC.  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, HIP,
LLC or any successor to its business  except in the Ordinary  Course of Business
or is otherwise set forth on in Section 3.14 of the Company Disclosure Schedule.

      3.15 TANGIBLE PERSONAL PROPERTY. The Company and HIP, LLC, as appropriate,
are in possession  of and have good and valid title to, or have 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 Business of the Company,  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  of the Company and HIP,  LLC.  All such  tangible  personal
property,  equipment,  plants, buildings,  structures,  facilities and all other
assets  and  properties  are listed in Section  3.15 of the  Company  Disclosure


                                      -19-
<PAGE>
                                                                   Exhibit 10.31

Schedule  and are  free and  clear of all  Encumbrances,  other  than  Permitted
Encumbrances  which have not had a Material  Adverse  Effect on the  Company and
HIP, LLC.

      3.16 BENEFIT PLANS; ERISA.

            (a) Section  3.16(a) of the Company  Disclosure  Schedule lists each
Benefit Plan together with a brief  description  of the type of plan and benefit
provided  thereunder.  Neither  the  Company  nor HIP,  LLC has any  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, HIP, LLC, 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, HIP, LLC 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  compliance  in all material  respects,  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
or HIP,  LLC, as  appropriate,  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,  HIP, LLC 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, HIP, LLC 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,  manager,  officer or
director of the  Company,  HIP, LLC 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.


                                      -20-
<PAGE>
                                                                   Exhibit 10.31

            (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).

      3.17  REAL  PROPERTY.  Neither  the  Company  nor  HIP,  LLC own any  real
property.  Section 3.17 of the Company  Disclosure  Schedule contains a complete
and accurate  legal  description  of each parcel of real property  leased by the
Company,  HIP,  LLC  (as  lessee  or  lessor)  (the  "Real  Property")  and  all
Encumbrances  (other than Permitted  Encumbrances)  relating to or affecting the
Real Property.  The Company or HIP, LLC, as appropriate,  have a valid leasehold
interest  in all  real  property  used  in or  relating  to the  conduct  of the
Company's or HIP, LLC's business,  free and clear of all Encumbrances other than
Permitted  Encumbrances.  The  Company  and HIP,  LLC have 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 Business of the Company.  Each lease with respect to the Real Property is
a legal, valid and binding agreement of the Company or HIP, LLC, as appropriate,
subsisting in full force and effect  enforceable  in accordance  with its terms,
all  payments  due and owing prior to the Closing Date have been made and except
as set forth in Section 3.17 of the Company  Disclosure  Schedule,  there is no,
and neither the Company nor HIP, LLC has received notice of any, default (or any
condition  or  event  which,  after  notice  or  lapse  of time or  both,  would
constitute a default) thereunder.

      3.18 PROPRIETARY INFORMATION OF THIRD PARTIES. No third party has provided
any oral or written  notice  claiming or, to the  Knowledge of the Company,  has
reason to claim that any Person  employed by or  affiliated  with the Company or
HIP,  LLC in  connection  with and during the  operation  of the Business of the
Company 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  or HIP,  LLC which  relates to such a
claim. To the Knowledge of the Company, no Person employed by or affiliated with
the Company or HIP,  LLC in  connection  with and during the  Company's  or HIP,
LLC's ownership and operation of its business has employed or proposes to employ
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  or HIP,  LLC'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 or HIP, LLC, and, to the Knowledge of the Company,  there
is no reason to believe there will be any such employment or violation.

      3.19 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS.

            (a) Except as set forth in Section 3.19(a) of the Company Disclosure
Schedule:


                                      -21-
<PAGE>
                                                                   Exhibit 10.31

                  (i) the Company is in compliance in all material respects with
each Legal  Requirement  that is or was  applicable  to it or to the  conduct or
operation of the  Business of the Company or the  ownership or use of any of its
Assets and Properties;

                  (ii) HIP, LLC is in compliance  in all material  respects with
each Legal  Requirement  that is or was  applicable  to it or to the  conduct or
operation of the  Business of the Company or the  ownership or use of any of its
Assets and Properties;

                  (iii) 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 or HIP, LLC of, or failure on the part of the Company or HIP, LLC
to comply with, any Legal Requirement, or (B) may give rise to any obligation on
the part of the Company or HIP, LLC to undertake,  or to bear all or any portion
of the cost of, any remedial action of any nature; and

                  (iv)  neither the Company nor HIP, LLC has 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 or HIP, LLC to undertake,  or to bear all or any portion
of the cost of, any remedial action of any nature.

            (b) Section 3.19(b) of the Company  Disclosure  Schedule  contains a
complete and accurate list of each material  Governmental  Authorization that is
held by the Company or HIP, LLC or that otherwise relates to the Business of the
Company,  or to any of the Assets and Properties owned or used by the Company or
HIP, LLC.  Each  Governmental  Authorization  listed or required to be listed in
Section 3.19(b) of the Company Disclosure Schedule is valid and is in full force
and effect.  Except as set forth on Section  3.19(b) of the  Company  Disclosure
Schedule:

                  (i) each of the Company and HIP, LLC is in  compliance  in all
material  respects with all of the terms and  requirements of each  Governmental
Authorization  identified or required to be identified in Section 3.19(b) of the
Company Disclosure Schedule;

                  (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
3.19(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 3.19(b) of the Company Disclosure Schedule;

                  (iii)  neither  the  Company nor HIP,  LLC have  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


                                      -22-
<PAGE>
                                                                   Exhibit 10.31

                  (iv) all  applications  required  to have  been  filed for the
renewal of the  Governmental  Authorizations  listed or required to be listed in
Section  3.19(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.


      The Governmental  Authorizations  listed in Section 3.19(b) of the Company
Disclosure   Schedule   collectively   constitute   all  of   the   Governmental
Authorizations  necessary  to permit the  Company  and HIP,  LLC (i) to lawfully
conduct  and operate  the  Business of the Company in the manner they  currently
conduct  and  operate  such  business  and (ii) to own and use their  Assets and
Properties  in the manner in which they  currently  own and use such  Assets and
Properties.

      3.20 LEGAL PROCEEDINGS; ORDERS.

            (a) Except as set forth in Section 3.20(a) of the Company Disclosure
Schedule, there is no pending Proceeding:

                  (i) that has been  commenced by or against the Company or HIP,
LLC; 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 3.20(a) of the
Company  Disclosure  Schedule.  The Proceedings listed in Section 3.20(a) of the
Company  Disclosure  Schedule  will not have a  Material  Adverse  Effect on the
Company or HIP, LLC.

            (b) Except as set forth in Section 3.20(b) of the Company Disclosure
Schedule:

                  (i) neither  the Company nor HIP,  LLC is subject to any Order
that relates to the  Business of the Company or any of the Assets or  Properties
owned or used by the Company or HIP, LLC; and

                  (ii) to the  Knowledge of the Company,  no officer,  director,
agent, or employee of the Company or member, manager, officer, agent or employee
of HIP,  LLC 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 3.20(c) of the Company Disclosure
Schedule:


                                      -23-
<PAGE>
                                                                   Exhibit 10.31

                  (i) each of the Company and HIP,  LLC, as  appropriate,  is in
compliance in all material  respects with all of the terms and  requirements  of
each  Order to which it, or any of the  Assets  or  Properties  owned or used by
either of them, is or has been subject; and

                  (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 HIP,  LLC,  or any of the Assets or  Properties  owned or used by the
Company or HIP, LLC, is subject; and

                  (iii) neither the Company nor HIP, LLC has 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 HIP, LLC, or any of the Assets
or Properties owned or used by the Company or HIP, LLC, is or has been subject.

      3.21 CONTRACTS.

            (a) Section 3.21 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  or HIP,  LLC is a party or by which any of
their  Assets and  Properties  is bound  (and,  to the extent  oral,  accurately
describes the terms of such contracts, agreements and arrangements):

                  (i) All Contracts  for the  provisions of goods or services of
the  Company or HIP,  LLC which  involve  the  receipt of an amount in excess of
$50,000 during any calendar year;

                  (ii) all collective bargaining or similar labor agreements;

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

                  (iv) 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 or HIP, LLC;

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

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

                  (vii) 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  or HIP,  LLC which  involve  the
payment of an amount in excess of $25,000 during any calendar year;


                                      -24-
<PAGE>
                                                                   Exhibit 10.31

                  (viii) all license  agreements (other than  "off-the-shelf" or
shrink wrap license agreements), distribution agreements or any other agreements
involving any of the Intellectual Property of the Company or HIP, LLC, including
agreements  with  current  and  former  employees,  consultants  or  contractors
regarding  the  appropriation  or the  non-disclosure  of any such  Intellectual
Property;

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

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

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

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

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

                  (xiv) all  subscription  or other  agreements  related  to the
equity ownership of the Company or HIP, LLC;

                  (xv) all Contracts or commitments that in any way restrict the
Company from carrying on the Business of the Company anywhere in the world;

                  (xvi) all other  Contracts and agreements that (A) involve the
payment or  potential  payment in excess of $25,000  during any  calendar  year,
pursuant to the terms of any such Contract or agreement,  by the Company or HIP,
LLC  and (B)  cannot  be  terminated  within  30 days  after  giving  notice  of
termination without resulting in any cost or penalty to the Company or HIP, LLC;

                  (xvii) all contracts or  commitments  that in any way grants a
third  party a right of first  refusal  for the  purchase  of any portion of the
Company or HIP, LLC or any of their Assets or Properties; and

                  (xviii) 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 (the  "Material  Contracts")  has been  previously
provided  to  Parent.  Each  Material  Contract  is in full force and effect and
constitutes a legal, valid and binding agreement, enforceable 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),  of the Company or HIP,  LLC, as  appropriate,  and to the
Knowledge of the Company,  the other  parties  thereto;  and the Company or HIP,


                                      -25-
<PAGE>
                                                                   Exhibit 10.31

LLC, as  appropriate,  have  performed  in all  material  respects  all of their
required  obligations  under,  and are not in  violation or breach of or default
under, any such Material  Contract.  To the Knowledge of the Company,  the other
parties to any such  Material  Contracts  are not in  violation  or breach of or
default under any such Material Contract.  To the Knowledge of the Company, none
of the present or former employees,  officers,  directors or Shareholders of the
Company or the  present or former  employees,  officers,  managers or members of
HIP, LLC 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 Business of
the Company 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,  HIP, LLC or any other
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 Material Contract. Neither the Company nor HIP, LLC has 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 Material  Contract.  There are no renegotiations
of, attempts to renegotiate or outstanding  rights to renegotiate any provisions
of any  Material  Contract of the Company or HIP,  LLC  relating to any material
amounts  paid or payable to the  Company or HIP,  LLC 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 Material Contracts relating
to the sale of services of the Company or HIP, LLC 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.

      3.22 INTENTIONALLY DELETED.

      3.23 ACCOUNTS PAYABLE. Set forth in Section 3.23 of the Company Disclosure
Schedule is a complete and accurate list of all accounts  payable or the Company
or HIP, LLC as of March 10, 2005  (collectively,  the "Accounts  Payable") which
represent  or will  represent  the only  obligations  of the Company or HIP, LLC
arising from purchases actually made,  services actually received or obligations
otherwise incurred by the Company or HIP, LLC through the Closing Date.

      3.24 EQUIPMENT.  All tangible  personal property and equipment used by the
Company  or  HIP,  LLC in  the  conduct  of the  Business  of  the  Company  are
structurally  sound with no known  material  defects  and are in good  operating
condition  and  repair  (subject  to normal  wear and tear) so as to permit  the
operation of such  business as  presently  conducted,  and 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.

      3.25  INSURANCE.  Set  forth in  Section  3.25 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 HIP, LLC (or any of the  Company's  or HIP,  LLC's
directors,  officers,  salespersons,  managers,  members,  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


                                      -26-
<PAGE>
                                                                   Exhibit 10.31

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 been paid,
and no notice of  cancellation  or termination has been received with respect to
any such policy.

      3.26 TAX MATTERS.

            (a) Except as set forth in Section  3.26 of the  Company  Disclosure
Schedule,  all Tax  Returns  required to be filed by or on behalf of the Company
and HIP, LLC 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 3.26 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 or
HIP, LLC 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 and HIP, LLC, as  appropriate,  have 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 or HIP,  LLC with
respect to Taxes,  other than liens for Taxes not yet due and  payable.  Neither
the Company nor HIP, LLC is currently the  beneficiary  of any extension of time
within which to file any Tax Return.

            (b) Except as set forth in Section  3.26 of the  Company  Disclosure
Schedule,  the amount of the Company's or HIP, LLC's  liability for unpaid Taxes
for all periods ended on or before February 28, 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  3.26 of the Company  Disclosure  Schedule,  the
amount of the Company's or HIP, LLC'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 February 28, 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  or HIP,  LLC,  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 or HIP,  LLC's Taxes that are not  reflected in the Company  Financial
Statements.

            (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 or HIP,  LLC  relating to Taxes,  and
(ii) except as set forth in Section 3.26 of the Company Disclosure Schedule, all


                                      -27-
<PAGE>
                                                                   Exhibit 10.31

federal and state income or  franchise  tax returns for the Company and HIP, LLC
for all periods ending on and after December 31, 2001.

            (d) The Tax  Returns  of the  Company  and HIP,  LLC 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
3.26 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 or HIP, LLC, and neither the
Company  nor HIP,  LLC has  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. Neither the Company nor
HIP, LLC is 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 HIP, LLC 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 or HIP, LLC. The Company and HIP,
LLC have  disclosed  on their  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) Neither the Company nor HIP,  LLC is or ever has been a party to
any Tax sharing  agreement  or Tax  indemnity  agreement  or has assumed the Tax
liability of any other Person under  contract.  Neither the Company nor HIP, LLC
is or has ever  been a  member  of an  affiliated  group  filing a  consolidated
federal  income  Tax  Return  and,  except as set forth in  Section  3.26 of the
Company Disclosure Schedule,  neither the Company nor HIP, LLC has any 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  and HIP,  LLC do not have any  deferred  income or
gains  reportable  for Tax purposes in any period  ending after the Closing Date
but that is  attributable  to a transaction  occurring  in, or resulting  from a
change in accounting method for a period prior to the Closing Date.

            (g) The  Company's  and HIP,  LLC's  tax basis in their  assets  for
purposes  of  determining  their  future  amortization,  depreciation  and other
federal income tax  deductions is accurately  reflected on the Books and Records
provided to Parent.

            (h) All of the  Shareholders  are "United States Persons" within the
meaning of Section 7701(a)(30) of the Code.

      3.27 LABOR AND EMPLOYMENT  RELATIONS.  To the Knowledge of the Company, no
officer, executive or group of five or more employees of the Company or HIP, LLC
has or have any plans to terminate his, her or their employment with the Company
or HIP,  LLC.  Neither the  Company  nor HIP,  LLC is a party to or bound by any
collective   bargaining   agreement  with  any  labor  organization,   group  or
association covering any of their respective employees,  and to the Knowledge of
the  Company,  there are no attempts to organize  any of the  Company's  or HIP,
LLC's employees by any Person,  unit or group seeking to act as their bargaining
agent. The Company and HIP, LLC have complied in all material  respects with all


                                      -28-
<PAGE>
                                                                   Exhibit 10.31

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.  Neither the Company nor HIP, LLC is
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 or HIP, LLC 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 or HIP,  LLC  because of the nature of the  business  conducted  or
presently  proposed to be  conducted  by the  Company or HIP,  LLC 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  or  HIP,  LLC.  To the  Knowledge  of the  Company,  no  union
representation  elections relating to the Company's or HIP, LLC'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  or  HIP,  LLC's  employment  policies  or  practices  by any
Governmental  or  Regulatory  Authority  is pending or  threatened.  Neither the
Company nor HIP, LLC is currently,  nor in the past has been,  involved in labor
negotiations  with any unit or group seeking to become the  bargaining  unit for
any  employees  of the Company or HIP,  LLC. The Company and HIP, LLC have never
experienced  any work  stoppages  and to the  Knowledge of the Company,  no work
stoppage has been threatened or is planned.

      3.28 CERTAIN EMPLOYEES.  Except as set forth on Schedule 3.28, neither the
Company nor HIP, LLC has (i)  received  any notice from any such Person  whether
orally or in writing  that he or she will  cancel or  otherwise  terminate  such
Person's  employment or other  relationship with the Company or HIP, LLC or (ii)
committed to any wage, salary,  bonus or compensation  increase to any employee,
officer,  consultant,  contractor  or agent of the Company or HIP,  LLC. None of
such  Persons has an  employment  agreement  or  understanding,  whether oral or
written,  with the Company or HIP, LLC which is not  terminable  on no more than
ten (10) days notice by the Company or HIP, LLC without cost or other  liability
to the Company or HIP, LLC.

      3.29 ABSENCE OF CERTAIN DEVELOPMENTS. Since December 31, 2004, neither the
Company nor HIP, LLC has:

            (a) other than in connection  with the HIP  Transaction,  issued any
stock,  membership  interests  bonds or other  corporate  or  limited  liability
interests or 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;


                                      -29-
<PAGE>
                                                                   Exhibit 10.31

            (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) other than in connection with the HIP  Transaction,  declared or
made any payment or distribution of cash or other property to Shareholders  with
respect  to the  Company's  stock or the  members  with  respect  to HIP,  LLC's
membership interest, or purchased or redeemed any shares of its capital stock or
interests;

            (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 Business of the
Company 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;

            (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;


                                      -30-
<PAGE>
                                                                   Exhibit 10.31

            (q)  terminated or failed to renew,  or received any written  threat
(that was not  subsequently  withdrawn)  to terminate  or refusal to renew,  any
contract  or other  agreement  that is or was  material  to the  Business of the
Company or the financial condition of the Company and HIP, LLC;

            (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.

      3.30 CUSTOMERS.  The Company has previously  provided to Parent a true and
correct list of the Company's and HIP, LLC's current customers and the Company's
and HIP,  LLC's  customers  during the 2003 and 2004 fiscal years related to the
Business  of the  Company.  Except as set forth in Section  3.30 of the  Company
Disclosure  Schedule,  since  January  1,  2004 no single  customer  or group of
affiliated customers  contributing more than $50,000 per annum to the 2004 gross
revenues of the Company's or HIP, LLC's business has stopped doing business with
the Company or HIP, LLC, and no such customer has given notice to the Company or
HIP, LLC of an intention to  discontinue  doing  business or reduce the level of
gross revenues from that in fiscal year 2004 with the Company.

      3.31  BANK  ACCOUNTS.  Section  3.31 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 or HIP, LLC 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.

      3.32 INTENTIONALLY DELETED.

      3.33 REGULATORY  COMPLIANCE.  Neither the Company,  or HIP, LLC nor any of
their 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,  HIP,  LLC nor any  shareholder,  director  officer,
manager, member, employee or agent of the Company or HIP, LLC has made an untrue
statement of a material  fact or  fraudulent  statement to any  Governmental  or


                                      -31-
<PAGE>
                                                                   Exhibit 10.31

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.

      3.34 THIRD PARTY CONSENTS.  No consent,  approval or  authorization of any
third  party on the part of the Company or HIP,  LLC is  required in  connection
with the  consummation  of the  transactions  contemplated  hereunder  except as
otherwise provided in Section 3.34 of the Company Disclosure Schedule.

      3.35 RELATIONSHIPS  WITH RELATED PERSONS.  No Shareholder or any Affiliate
of the Company or HIP,  LLC has, or since  January 1, 2004 has had, any interest
in the  property,  whether  real,  personal  or mixed,  or whether  tangible  or
intangible,  used in or  pertaining to the  Businesses of the Company  except as
otherwise  provided  in Section  3.35 of the  Company  Disclosure  Schedule.  No
Shareholder  or any  Affiliate of the Company or HIP, LLC owns, or since January
1, 2004 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
HIP,  LLC or (ii)  engaged in  competition  with the  Company  or HIP,  LLC with
respect to any line of the  products or  services  of the  Company or HIP,  LLC.
Except as set forth in  Section  3.35 of the  Company  Disclosure  Schedule,  no
Shareholder  nor any  Affiliate  of the  Company  or HIP,  LLC is a party to any
Contract with or has any right or claim against the Company or HIP, LLC.

      3.36 CERTAIN  PAYMENTS.  Neither the Company,  HIP, LLC nor any  director,
officer,  member, manager, agent or employee of the Company, or to the Knowledge
of the Company or HIP, LLC, any other Person associated with or acting for or on
behalf of the  Company or HIP,  LLC,  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 HIP, LLC 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.

      3.37  BROKERS.  Except  as set  forth  in  Section  3.37  of  the  Company
Disclosure  Schedule,  neither the  Shareholders nor the Company or HIP, LLC has
retained any broker in connection with the transactions  contemplated hereunder.
The Shareholders shall be obligated to pay all fees set forth on Section 3.37 of
the  Company  Disclosure  Schedule.  Parent,  Surviving  Corporation  and  their
Affiliates  have,  and will have, no  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, the Company or HIP, LLC.

      3.38  VERIFICATION OF CREDENTIALS.  Except as set forth in Section 3.38 of
the Company  Disclosure  Schedule,  the Company  and HIP,  LLC have  implemented
policies and procedures to verify the  credentials  (including,  but not limited
to, with respect to education and  licensure)  of personnel  that the Company or
HIP,  LLC places  with its  clients  and to  collect,  maintain  and update such
credentialing  information.   To  the  Knowledge  of  the  Company,   employees,


                                      -32-
<PAGE>
                                                                   Exhibit 10.31

contractors  and  consultants  each  consistently  follow and have followed such
policies and procedures.

      3.39  TRAINING.  Except  as set  forth  in  Section  3.39  of the  Company
Disclosure  Schedule,  the Company and HIP, LLC have had in place, and currently
have in place, a training  program for personnel who provide services to clients
of the Company and HIP, LLC that satisfy the Company's and HIP,  LLC's  training
obligations to its clients. To the extent that the Health Insurance  Portability
and  Accountability  Act of 1996 ("HIPAA")  currently  applies or applied to the
Company or HIP,  LLC, the Company and HIP,  LLC have  developed a plan to comply
with any obligations they may have under the privacy standards of HIPPA,  except
where any non-compliance would have a Material Adverse Effect on the Company and
HIP, LLC.

      3.40 EXISTING  INDEBTEDNESS.  Other than as contemplated in Section 2.9 of
this  Agreement,  (i) all  indebtedness  of or any obligation of the Company and
HIP,  LLC  (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  and HIP,  LLC  (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 and HIP, LLC (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 and HIP, LLC (whether as obligor or as  guarantor),  (v) any payment
obligations  of the Company and HIP, LLC (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 and HIP, LLC (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 and HIP, LLC
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 or HIP, LLC owed to the  Shareholders  or to any
Affiliate of the Shareholders and (xii) all indebtedness of or any obligation of
the Company or HIP, LLC 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 3.40 of the Company Disclosure
Statement (collectively,  but without duplication, the "Existing Indebtedness").
Other than as contemplated  in Section 2.9 of this Agreement,  as of the Closing
Date all  Existing  Indebtedness  will be paid in  full,  retired  or  otherwise
satisfied by the Shareholders.

      3.41 MATERIAL MISSTATEMENTS AND OMISSIONS. The statements, representations
and  warranties  of the  Company  and  HIP,  LLC  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 and HIP, LLC pursuant  hereto,  or in connection  with the  transactions
contemplated  hereby,  taken together,  do not contain any untrue statement of a
material  fact and do 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.


                                      -33-
<PAGE>
                                                                   Exhibit 10.31

                                   ARTICLE 4.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                          OF PARENT AND ACQUISITION CO.
                          -----------------------------


      Parent  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. Each of Parent and Acquisition Co. is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
the Delaware.  Each of Parent 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 or Acquisition Co.,
as the case may be.

      4.2  AUTHORITY.  Each of Parent  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 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 and Acquisition Co. and constitutes a legal, valid and binding obligation
of Parent and Acquisition Co., respectively,  enforceable against each of Parent
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  (see the  Parent's  website  at
www.crdentia.com).  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 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


                                      -34-
<PAGE>
                                                                   Exhibit 10.31

cash  flows  for the  periods  then  ended  (subject,  in the case of  unaudited
statements, to normal audit adjustments).

      4.5 BROKERS. Neither Parent 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 or Acquisition Co.

                                   ARTICLE 5.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                               OF THE SHAREHOLDERS
                               -------------------


      Each Shareholder  hereby represents and warrants to Parent 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,  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.

      5.2 INVESTMENT  REPRESENTATIONS.  Such  Shareholder  understands  that the
shares of the Parent  Common Stock to be issued to the  Shareholder  pursuant to
the provisions of Article 2 have not been  registered  under the Securities Act.
Such  Shareholder  also  understands that such shares of Parent Common Stock are
being 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:

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

            (b) Such  Shareholder  has such  experience so that he, she or it is
capable of  evaluating  the merits and risks of his,  her or its  investment  in
Parent 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 shares of Parent Common Stock 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
shares of Parent Common Stock under the circumstances,  in the amounts or at the
times such Shareholder might propose.


                                      -35-
<PAGE>
                                                                   Exhibit 10.31

            (c) Such  Shareholder is acquiring the shares of Parent Common Stock
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.

            (f) Such  Shareholder  acknowledges  and  agrees  that the shares of
Parent  Common  Stock   acquired   pursuant  to  this  Agreement  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,  which permits  limited resale of
shares purchased in a private  placement  subject to the satisfaction of certain
conditions,  including,  among other things, the availability of certain current
public  information  about Parent,  the resale  occurring not less than one year
after a party has purchased and paid for the security to be sold, the sale being
through an unsolicited "broker's transaction" or in transactions directly with a
market (as said term is defined under the Exchange Act) and the number of shares
being sold during any three month period not exceeding specified limitations.

            (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.

      5.3 TRANSFER RESTRICTIONS.  Such Shareholder  acknowledges and agrees that
the shares of Parent  Common Stock 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 shares of Parent Common Stock acquired  pursuant to
this  Agreement  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) 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


                                      -36-
<PAGE>
                                                                   Exhibit 10.31

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 Parent  Common  Stock in order to enforce the
foregoing restrictions.

      The  certificates  representing  the  Parent  Common  Stock  (when  issued
pursuant  to  this  Agreement)  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.

                  THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
                  ARE SUBJECT TO CERTAIN  PROVISIONS OF THE TERMS
                  AND  CONDITIONS  OF THAT CERTAIN  AGREEMENT AND
                  PLAN OF  REORGANIZATION  BY AND AMONG  CRDENTIA
                  CORP.,   HIP   ACQUISITION   CORPORATION,   HIP
                  HOLDING,  INC.  AND  THE  SHAREHOLDERS  OF  HIP
                  HOLDING, INC.

      5.4 MARKET STANDOFF.  Such Shareholder agrees that he, she or it will not,
without the prior written consent of Parent and/or the managing  underwriter(s),
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 and the managing  underwriter(s)  (such period not to exceed
180  days  following  the  filing  of the  final  prospectus  relating  to  such
offering),  transfer  or dispose of any shares of Parent  Common  Stock 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.

                                   ARTICLE 6.
                             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,  plants, offices, warehouses and
other  facilities,  to (and where  necessary,  provided 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


                                      -37-
<PAGE>
                                                                   Exhibit 10.31

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, Acquisition
Co., the Company or the Shareholders  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  Shareholders)  or the
Shareholders  (in the case of  Parent  or  Acquisition  Co.),  except  as may be
required by applicable law,  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 that the Parent may announce this Agreement or
the  consummation  of the  Merger to the  Company's  and HIP,  LLC's  employees,
customers, vendors and strategic partners immediately following the Closing.

      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 severally be responsible and bear all costs
and expenses incurred and fees payable for counsel for the Company in connection
with the Merger and the Contemplated Transactions and all of the fees payable to
Citigroup Geneva Capital  Strategies,  Inc., or any broker,  finder or financial
intermediary representing the Company or the Shareholders.

      6.4 CONFIDENTIALITY.  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. The  provisions  of this Section 6.4 shall not be binding on
the Parent or the Surviving  Corporation following the Closing. 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.

                                   ARTICLE 7.
                    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:


                                      -38-
<PAGE>
                                                                   Exhibit 10.31

            (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 Contemplated  Transactions  shall have
been given, obtained or complied with, as applicable.

      7.2 CONDITIONS TO THE  OBLIGATIONS  OF THE COMPANY.  The obligation of the
Company and the Shareholders 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 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);

            (b) each of the covenants and  obligations of Parent 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;

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

            (d) Parent shall have delivered all of Closing  deliveries set forth
in Section 2.10(c) above; and

            (e) all proceedings  taken by the Parent and Acquisition Co. and all
instruments  executed and delivered by Parent 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.

      7.3  CONDITIONS  TO THE  OBLIGATIONS  OF PARENT  AND  ACQUISITION  CO. The
respective  obligations of Parent 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  and
Shareholders  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);


                                      -39-
<PAGE>
                                                                   Exhibit 10.31

            (b)  each  of the  covenants  and  obligations  of the  Company  and
Shareholders  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;

            (c) any 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,  HIP, LLC or its
subsidiaries  having,  or that would  reasonably be expected to have, a Material
Adverse Effect on the Company or HIP, LLC;

            (e) none of the Key Employees shall have terminated their employment
with the Company or given  written or oral notice to the  Company,  HIP,  LLC or
Parent of their intention to do so after the consummation of the Merger;

            (f) the Company and the Shareholders, as the case may be, shall have
delivered all of the Closing deliveries set forth in Section 2.10(b) above;

            (g) 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 and
Acquisition Co.

                                   ARTICLE 8.
                              INTENTIONALLY DELETED
                              ---------------------

                                   ARTICLE 9.
                    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  second
anniversary of the Effective Time; provided,  however,  that the representations
and warranties of the parties contained in Sections 3.16 and 3.26 shall continue
to survive until the expiration of the  appropriate  statute of limitations  and
Sections 3.3, 3.4, 3.5, 3.37, and 5.2 shall continue to survive  indefinitely in
full force and effect following the Effective Time.


                                      -40-
<PAGE>
                                                                   Exhibit 10.31

      9.2 INDEMNIFICATION.

            (a) By the  Company  and  the  Shareholders.  The  Company  and  the
Shareholders shall severally indemnify,  defend and hold harmless Parent 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,  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 pursuant to Section 2.10, (ii) Actions or Proceedings
set forth in the Company Disclosure Schedule or in the other documents delivered
in connection with the Contemplated  Transactions,  (iii) Actions or Proceedings
involving the Company whether  disclosed in the Company  Disclosure  Schedule or
not, (iv)  operations of the Business of the Company through March 20, 2005, (v)
the  transactions  contemplated by Section 2.9 or as a result of a breach of any
of the covenants or understandings contained in Section 2.9, and (vi) any Income
Tax  liability  of the  Shareholders  or the  Company  arising or accruing on or
before the Closing Date.

            (b) By  Parent.  Parent  and  Acquisition  Co.  shall,  jointly  and
severally,  indemnify,  defend and hold  harmless,  the  Shareholders  and their
respective  heirs,  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 or Acquisition Co. in or pursuant to this
Agreement,  or in the documents  delivered in connection  with the  Contemplated
Transactions pursuant to Section 2.10.

            (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 not require the


                                      -41-
<PAGE>
                                                                   Exhibit 10.31

consent of the  indemnified  party if such  compromise or settlement  includes a
full  and  unconditional  release  of  the  indemnified  party,  otherwise  such
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  ten (10) days  after  receipt  of notice  thereof
pursuant  to this  Section  9.2,  or (ii) the named  parties  to such  Action or
Proceeding include both 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.


      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 RIGHT OF OFFSET.

            (a) In the event that Parent or the  Surviving  Corporation  suffers
Damages  pursuant  to this  Article  9, the  Parent,  in  addition  to all other
remedies  set forth in this  Section  9.3,  shall have the right to offset  such
Damages  against  amounts  payable  to the  Shareholders  as  Additional  Merger
Transaction pursuant to Section 2.7, if any.


                                      -42-
<PAGE>
                                                                   Exhibit 10.31

            (b) Neither  party shall have any  liability  or  obligation  to the
other party with respect to any claim related to this Agreement  until the total
of all Damages with respect to such matters  exceed  $25,000 (the  "Threshold"),
and  thereafter,  liability  shall be only for  those  Damages  in excess of the
Threshold.

            (c) Neither  party shall have any  liability  or  obligation  to the
other person in connection with any claim related to this Agreement in excess of
the Merger  Consideration.

            (d) The  determination  of the amount of any Damages  arising out of
the breach of more than one  representation,  warranty,  covenant  or  agreement
shall be determined without duplication or double counting of the same Damages.

            (e) Any amounts  payable by either party  pursuant to this Article 9
shall be reduced by (i) any related  insurance  recoveries  net of cost incurred
for  such  recovery  and  (ii)  any  payments  from  third  parties  who are not
Affiliates.

            (f) Each party shall use reasonable  efforts to minimize any Damages
for which any other party may be liable pursuant to this Agreement.

      9.4 ARTICLES OF INCORPORATION AND BYLAWS.  Notwithstanding anything to the
contrary in the Articles of  Incorporation  or Bylaws or governing  documents of
the Company or HIP, LLC, the indemnification  provisions of this Article 9 shall
take  precedence  over such  Articles  of  Incorporation,  Bylaws,  Articles  of
Organization,  operating agreement or other governing documents.  No Shareholder
or any other  officer or director of the Company  prior to the Closing  shall be
entitled  to  indemnification  directly  or  indirectly  under such  Articles of
Incorporation,  Bylaws,  Articles of Organization,  operating agreement or other
governing  documents or otherwise  for any matter upon which the Company or HIP,
LLC has or might have an indemnification  obligation  hereunder and the Articles
of  Incorporation,  Bylaws,  Articles of Organization,  operating  agreement and
governing documents shall be deemed amended accordingly. This Section 9.4 is not
intended for the benefit of creditors or other third  parties and does not grant
any rights to creditors or other third parties.

      9.5  EXCLUSIVITY.  The  parties  hereto  acknowledge  and  agree  that the
indemnity  obligations  set forth  above  shall be the  exclusive  remedy of the
indemnified parties with respect to any claim or causes of action that may arise
or relate to this Agreement or the Contemplated Transactions.

      9.6 TAX MATTERS.

            (a) Filing Returns and Paying Taxes.

                  (i)  The  Shareholders   shall,  at  their  sole  expense,  be
responsible  for preparing and timely filing (which the  Shareholders  do hereby
jointly  and  severally  agree to timely  prepare  and file) (A) all  Income Tax
Returns of the  Company and HIP,  LLC for Tax periods  that end on or before the
Closing  Date  (regardless  of their due date)  and (B) all Tax  Returns  of the
Company  and  HIP,  LLC  that  are  due  on or  before  the  Closing  Date.  The
Shareholders  agree to promptly provide Parent true and exact copies of all such
Tax Returns.  Subject to Section 2.9 and Section 3.26, the Shareholders shall be


                                      -43-
<PAGE>
                                                                   Exhibit 10.31

responsible for paying all Taxes due on such returns.

                  (ii)  Except  for  the  Income  Tax   Returns   filed  by  the
Shareholders  pursuant to Section 9.6(a)(i),  Parent will be responsible for the
preparation  and timely  filing of all Tax Returns of the  Company and HIP,  LLC
that are due after the Closing  Date  (including  Tax  Returns for periods  that
begin  before  but end after the  Closing  Date).  Subject to  Sections  2.9 and
Section 3.26,  Parent will be  responsible  for paying all Taxes due on such Tax
Returns.

                  (iii) Except where required under applicable law or compulsory
legal process,  neither Parent,  Acquisition Co., the Company, HIP, LLC, nor the
Shareholders  will  take a  position  with any  federal,  state or local  taxing
authority contrary to any of the terms and provisions of this Agreement.

                  (iv)  Unless the  Shareholders  consent in writing  and except
where required under  applicable  law or compulsory  legal process,  neither the
Parent,  Acquisition  Co.,  the Company nor HIP, LLC will take a position on any
Tax Return  with  respect to the tax basis of the assets of the  Company or HIP,
LLC that is  inconsistent  with the tax basis of such assets as reflected on the
Books and Records of the Company and HIP, LLC provided to Parent.

            (b) Cooperation on Tax Matters.

                  (i) Parent,  Acquisition  Co., the  Company,  HIP, LLC and the
Shareholders shall cooperate fully, as and to the extent reasonably requested by
the other party (at the sole cost of the requesting  party),  in connection with
the  filing of any Tax  Returns  pursuant  to this  Section  9.6 and any  audit,
litigation or other  proceeding with respect to Taxes.  Such  cooperation  shall
include the  retention  and (upon the other  party's  request) the  provision of
records  and  information  which  are  reasonably  relevant  to any such  audit,
litigation or other proceeding and making employees reasonably available (at the
cost  of the  requesting  party)  on a  mutually  convenient  basis  to  provide
additional  information  and  explanation  of any material  provided  hereunder.
Parent agrees (A) to continue to retain any books and record delivered to Parent
by the  Shareholders  with  respect to Tax matters  pertinent to the Company and
HIP, LLC relating to any taxable period  beginning before the Closing Date until
the  expiration of the statute of  limitations  (and, to the extent  notified in
writing  by  the  Shareholders,   during  any  extensions  of  such  statute  of
limitations)  of  the  respective  taxable  periods,  and  (B)  to  provide  the
Shareholders a reasonable  opportunity to copy (at the Shareholders'  sole cost)
any such records  (unless  prohibited  by  applicable  law or  compulsory  legal
process)  prior to  transferring,  destroying or  discarding  any such books and
records.

                  (ii) With  respect to income Tax  Returns of the  Company  and
HIP, LLC for Tax Periods ending prior to the Closing Date, the Shareholder shall
have the  right  (at the  Shareholders'  sole  cost)  to  control  any  audit or
examination  by any Tax  authority,  initiate  any  claim for  refund,  file any
amended return,  contest,  resolve and defend against any assessment,  notice of
deficiency or other adjustment or proposed  adjustment  relating or with respect
to all  Income  Taxes,  other than any Income  Taxes for which  Parent  shall be


                                      -44-
<PAGE>
                                                                   Exhibit 10.31

liable after the Closing;  except where any of the foregoing is likely to have a
Material  Adverse Effect on the Parent,  the Company the Acquisition Co, or HIP,
LLC. The  Shareholders  shall be entitled to any Income Tax refund  allocable to
the  portion of any Tax period  ending on or before the  Closing  Date which was
originally paid by the Shareholders with respect to HIP, LLC.

                  (iii)  Parent  shall  have the right to  control  any audit or
examination  by any Tax authority for any taxes which Parent is liable after the
Closing,  and shall have the right to initiate  any claim for  refund,  file any
amended returns,  contest,  resolve and defend against any assessment  notice of
deficiency or other adjustment or proposed  adjustment  relating or with respect
to any taxes which Parent is liable after the Closing Date and shall be entitled
to all refunds with respect to such Taxes.

                                   ARTICLE 10.
                                   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 (i) first
through  negotiations in good faith between the parties to such dispute and (ii)
if during a fifteen (15) day period following the date such dispute arises, such
negotiations  do not  result in a  resolution  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 International Arbitration Rules (the "IAR") 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 IAR 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 11.
                                  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 at the sole cost and expense of the requesting party
(unless  the  requesting  party is entitled to  indemnification  therefor  under
Article IX).


                                      -45-
<PAGE>
                                                                   Exhibit 10.31

      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 or Surviving Corporation:

                  Crdentia Corp.
                  14114 Dallas Parkway, Suite 600
                  Dallas, Texas  75254
                  Facsimile No.: (972) 392-2722
                  Attention:  Chief Executive Officer

            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:

                  C. Michael Emery
                  23868 Stacey Drive
                  Brownstown, MI  48183
                  Facsimile No.: (734) 758-0215

                  Matthew James Cahillane
                  11220 Beechwood Court
                  Taylor, MI  48180
                  Facsimile No.: (734) 758-0215

            with copies to:

                  Dykema Gossett PLLC
                  400 Renaissance Center
                  Detroit, MI 48243
                  Facsimile No.: (313) 568-6832
                  Attention:  Jin-Kyu Koh

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


                                      -46-
<PAGE>
                                                                   Exhibit 10.31

Person to whom a copy of such notice,  request or other  communication  is to be
delivered pursuant to this Section).  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 February 15, 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.

      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 9.

      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, except that any party's rights to  indemnification  under Article 9 may
be freely assigned. 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


                                      -47-
<PAGE>
                                                                   Exhibit 10.31

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  Delaware  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,
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,  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.

      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.

      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.]


                                      -48-
<PAGE>
                                                                   Exhibit 10.31

      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 d/b/a Crdentia


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

                                    Name:  Pamela G. Atherton
                                    Title: President


                                    HIP ACQUISITION CORPORATION,
                                    a Delaware corporation


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


                                    HIP HOLDING, INC.,
                                    a Delaware corporation


                                    By:    /s/ Matthew James Cahillane
                                           -------------------------------------
                                    Name:  Matthew James Cahillane
                                    Title: President


                                    /s/ C. Michael Emery
                                    --------------------
                                    C. Michael Emery
                                    Address: 23868 Stacey Drive
                                             Brownstown, MI  48183


                                    /s/ Michael James Cahillane
                                    ---------------------------
                                    Matthew James Cahillane
                                    Address: 11220 Beechwood Court
                                             Taylor, MI  48180


                                      -49-
<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT A

                              CERTIFICATE OF MERGER





<PAGE>


                                    EXHIBIT B

                        INCREMENTAL REVENUE SHARE FORMULA





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT C

                              LETTER OF TRANSMITTAL





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT D

                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT E

                              EMPLOYMENT AGREEMENT





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT F

                          COMPANY SECRETARY CERTIFICATE





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT G

                                     RELEASE





<PAGE>
                                                                   Exhibit 10.31

                                    EXHIBIT H

                          PARENT SECRETARY CERTIFICATE