Exhibit 10.1




 





ASSET
PURCHASE AGREEMENT


between


CRDENTIA
CORP.,


MATTHEW
J. CAHILLANE


and


C.
MICHAEL EMERY


Dated as of June 30,
2007




 





















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  PURCHASE AND SALE OF ACQUIRED ASSETS

  	
   

  	
  1

  
	
  SECTION 1.1

  	
  Purchase and Sale

  	
   

  	
  1

  
	
  SECTION 1.2

  	
  Transfer of Assets

  	
   

  	
  1

  
	
  SECTION 1.3

  	
  Assumed Liabilities

  	
   

  	
  3

  
	
  SECTION 1.4

  	
  Consents of Third Parties

  	
   

  	
  4

  
	
  SECTION 1.5

  	
  Refunds and Remittances

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  CLOSING

  	
   

  	
  5

  
	
  SECTION 2.1

  	
  Closing

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS AND WARRANTIES OF SELLER

  	
   

  	
  6

  
	
  SECTION 3.1

  	
  Authority

  	
   

  	
  6

  
	
  SECTION 3.2

  	
  No Conflicts; Consents

  	
   

  	
  6

  
	
  SECTION 3.3

  	
  Taxes

  	
   

  	
  7

  
	
  SECTION 3.4

  	
  Good and Valid Title

  	
   

  	
  7

  
	
  SECTION 3.5

  	
  Contracts

  	
   

  	
  7

  
	
  SECTION 3.6

  	
  Litigation

  	
   

  	
  8

  
	
  SECTION 3.7

  	
  DISCLAIMER

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  REPRESENTATIONS AND WARRANTIES OF CE

  	
   

  	
  9

  
	
  SECTION 4.1

  	
  Authority

  	
   

  	
  9

  
	
  SECTION 4.2

  	
  No Conflicts; Consents

  	
   

  	
  9

  
	
  SECTION 4.3

  	
  Actions and Proceedings

  	
   

  	
  9

  
	
  SECTION 4.4

  	
  Availability of Funds

  	
   

  	
  9

  
	
  SECTION 4.5

  	
  Title to Shares

  	
   

  	
  10

  
	
  SECTION 4.6

  	
  No Knowledge of Misrepresentation or Omission

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  COVENANTS OF CE

  	
   

  	
  10

  
	
  SECTION 5.1

  	
  Confidentiality

  	
   

  	
  10

  
	
  SECTION 5.2

  	
  No Additional Representations

  	
   

  	
  10

  
	
  SECTION 5.3

  	
  Non-Solicitation; Non-Interference

  	
   

  	
  10

  
	
  SECTION 5.4

  	
  Employees

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  MUTUAL COVENANTS

  	
   

  	
  11

  
	
  SECTION 6.1

  	
  Consents

  	
   

  	
  11

  
	
  SECTION 6.2

  	
  Security Interest Release

  	
   

  	
  12

  
	
  SECTION 6.3

  	
  Cooperation

  	
   

  	
  12

  
	
  SECTION 6.4

  	
  Publicity

  	
   

  	
  13

  
	
  SECTION 6.5

  	
  Termination of Lease; Termination of Non-Competition
  Agreements

  	
   

  	
  13

  
	
  SECTION 6.6

  	
  Bulk Transfer Laws

  	
   

  	
  13

  
	
  SECTION 6.7

  	
  Transfer Taxes; Purchase Price Allocation;
  Entitlement to Tax Refunds and Credits; Proration of Non-Income Taxes

  	
   

  	
  13

  



 



 i
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.8

  	
  Mutual Release

  	
   

  	
  14

  
	
  SECTION 6.9

  	
  Litigation Standstill

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  INDEMNIFICATION

  	
   

  	
  15

  
	
  SECTION 7.1

  	
  Indemnification by Seller

  	
   

  	
  15

  
	
  SECTION 7.2

  	
  Indemnification by CE

  	
   

  	
  15

  
	
  SECTION 7.3

  	
  Limitations on Liability; Cooperation

  	
   

  	
  15

  
	
  SECTION 7.4

  	
  Losses Net of Insurance, etc.

  	
   

  	
  16

  
	
  SECTION 7.5

  	
  Termination of Representations and Warranties

  	
   

  	
  16

  
	
  SECTION 7.6

  	
  Procedures Relating to Indemnification for Third
  Party Claims

  	
   

  	
  16

  
	
  SECTION 7.7

  	
  Procedures Related to Indemnification for Other
  Claims

  	
   

  	
  17

  
	
  SECTION 7.8

  	
  Tax Treatment of Indemnification Payments

  	
   

  	
  17

  
	
  SECTION 7.9

  	
  Remedies Exclusive

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS

  	
   

  	
  17

  
	
  SECTION 8.1

  	
  Assignment

  	
   

  	
  17

  
	
  SECTION 8.2

  	
  No Third-Party Beneficiaries

  	
   

  	
  18

  
	
  SECTION 8.3

  	
  Expenses

  	
   

  	
  18

  
	
  SECTION 8.4

  	
  Attorney Fees

  	
   

  	
  18

  
	
  SECTION 8.5

  	
  Amendments

  	
   

  	
  18

  
	
  SECTION 8.6

  	
  Notices

  	
   

  	
  18

  
	
  SECTION 8.7

  	
  Interpretation; Exhibits, Seller Disclosure Schedule
  and Other Schedules; Certain Definitions

  	
   

  	
  19

  
	
  SECTION 8.8

  	
  Counterparts

  	
   

  	
  24

  
	
  SECTION 8.9

  	
  Entire Agreement

  	
   

  	
  24

  
	
  SECTION 8.10

  	
  Fees

  	
   

  	
  24

  
	
  SECTION 8.11

  	
  Severability

  	
   

  	
  24

  
	
  SECTION 8.12

  	
  Consent to Jurisdiction

  	
   

  	
  24

  
	
  SECTION 8.13

  	
  Waiver of Jury Trial

  	
   

  	
  25

  
	
  SECTION 8.14

  	
  GOVERNING LAW

  	
   

  	
  25

  



 



 ii














ASSET PURCHASE AGREEMENT dated as of 

June 30, 2007, between CRDENTIA CORP.,
a Delaware corporation (“Seller”) and 

Matthew J. Cahillane and C. Michael Emery (collectively “CE”)


Seller desires to sell to
CE, and CE desires to purchase from Seller, the Acquired Assets (as defined
below), all upon the terms and subject to the conditions set forth in this
Agreement.


Certain
capitalized terms used in this Agreement are defined in
Section 8.7(b).  Section 8.7(c)
identifies other Sections of this Agreement in which capitalized terms used in
this Agreement are defined.


Accordingly, the parties
hereby agree as follows:


ARTICLE I


PURCHASE AND SALE OF ACQUIRED ASSETS


SECTION 1.1         Purchase and Sale.  Upon the terms and subject to the conditions
set forth in this Agreement, at the Closing, Seller shall, and shall cause the
Selling Affiliates to, sell, assign, transfer, convey and deliver to CE, and CE
shall purchase from Seller and the Selling Affiliates all the right, title and
interest of Seller and the Selling Affiliates in, to and under the Acquired
Assets (as defined below), for (a) a purchase price (the “Purchase
Price”) equal to (i) $300,000 in cash and (ii) 128,367 shares of
Seller’s common stock (the “Shares”), and (b) the assumption by CE
of the Assumed Liabilities.  The purchase
and sale of the Acquired Assets and the assumption of the Assumed Liabilities
are referred to in this Agreement collectively as the “Acquisition”.  Notwithstanding the foregoing, with respect
to shifts for professional services under the Transferred Contracts that
commence prior to but end after 11:59:59 p.m. on June 30, 2007, Assignor shall
(a) be entitled to any payments or other benefits due under and (b) be
responsible for all obligations with respect to payments to the professional service
providers under such Transferred Contracts with respect to such shifts through
their termination on July 1, 2007.


SECTION 1.2         Transfer of Assets.  (a) 
The term “Acquired Assets” means all of Seller’s and the Selling
Affiliates’ right, title and interest in, to and under those certain assets
identified below:


(i)            all contracts, licenses, agreements,
commitments and all other legally binding arrangements, whether written or oral
(“Contracts”) to which Seller or any of the Selling Affiliates is a
party that relate exclusively to the Business, including the Contracts set
forth in Section 3.5 of the Seller Disclosure Schedule (the “Transferred
Contracts”); provided, however, that Transferred Contracts
shall not include any Excluded Contract;


(ii)           all rights, claims and credits,
including all guarantees, warranties, indemnities and similar rights (“Other
Rights”), in favor of Seller and the Selling Affiliates, to the extent
relating exclusively to any Acquired Asset or exclusively to any Assumed
Liability (the “Transferred Other Rights”); provided, however, that Transferred Other Rights shall not include any Excluded
Other Rights;



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(iii)          all books and records, and any
customers’ and suppliers’ lists and other distribution lists (in all cases, in
any form or medium) (“Records”) of Seller and the Selling Affiliates
that relate exclusively to the Business and are stored upon the premises at
2011 Oak Street,Wyandotte, MI 48192 (the “Premises”), in each case in existence
on the Closing Date and within the possession and control of Seller (the “Transferred
Records”); provided,
however,
that Transferred Records shall not include any Excluded Records; and


(iv)          all tangible personal property
relating exclusively to the Business and are located on the Premises (including the Existing Network Server but not
including the Additional Network Server) and any warranty rights
applicable to such tangible personal property, fixed assets and equipment.


(b)           The term “Excluded Assets”
means:


(i)            all cash and cash equivalents of
Seller, and any of its Affiliates;


(ii)           all Accounts Receivable;


(iii)          all Contracts to which Seller or any
of its Affiliates is a party other than the Transferred Contracts described in
Section 1.2(a)(i) (the “Excluded Contracts”);


(iv)          all Permits of Seller or any of its
Affiliates;


(v)           all Other Rights of Seller or any of
its Affiliates other than the Transferred Other Rights (the “Excluded Other
Rights”);


(vi)          all of the following: (A) any and all
books and records prepared and maintained by Seller or any of its Affiliates
that do not relate exclusively to the Business or are not stored on the
Premises, (B) any and all Tax records that relate to Taxes that constitute
Excluded Tax Liabilities, (C) all personnel records, and (D) any and all books
and records, files, correspondence or other Records of Seller or its Affiliates
other than the Transferred Records, (collectively, the “Excluded Records”);


(vii)         all rights, claims and credits of
Seller or any of its Affiliates to the extent relating to any Excluded Asset or
any Excluded Liability, including any such items arising under insurance
policies and all guarantees, warranties, indemnities and similar rights in
favor of Seller and its Affiliates in respect of any other Excluded Asset or
any Excluded Liability;


(viii)        any refund or credit of Taxes
attributable to any Excluded Tax Liability;


(ix)           all insurance policies and insurance
contracts insuring the Business or the
Acquired Assets, together with any claim, action or other right Seller or any
of its Affiliates might have for insurance coverage under any past and present
policies and insurance contracts insuring the Business or the Acquired Assets,
in each case including any proceeds received from any such policy or contract
prior to, on or after the Closing Date;



 2
 








(x)            all rights of Seller and its
Affiliates under this Agreement, the Other Transaction Documents and the other
agreements and instruments executed and delivered in connection with this
Agreement;


(xi)           the
Additional Network Server; and


(xii)          except to the extent identified in a
subsection of Section 1.2(a) of the Seller Disclosure Schedule as included
in the Acquired Assets, all other properties, assets, goodwill and rights of
Seller, the Selling Affiliates and any of their respective Affiliates of whatever
kind and nature, real, personal or mixed, tangible or intangible, that are not
used, held for use or intended to be used exclusively in connection with, or
that do not arise exclusively out of, the Business or the Acquired Assets.


SECTION 1.3         Assumed Liabilities.  (a) 
Upon the terms and subject to the conditions of this Agreement, CE shall
assume, effective as of 12:00:00 a.m. (EDT) on the Closing Date (subject to the
last sentence of Section 1.1 regarding shifts for professional services under
the Transferred Contracts that begin prior to but end after the Closing), and
from and after the Closing CE shall pay, perform and discharge when due, all of
the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than
any Excluded Liability (the “Assumed Liabilities”):


(i)            all Liabilities of Seller and the
Selling Affiliates under or otherwise arising out of or relating to the
Transferred Contracts (including all Liabilities arising out of or relating to
any termination or announcement or notification of an intent to terminate any
such Contract), in each case arising out of actions or circumstances occurring
on or after the Closing Date;


(ii)           all accounts payable, expenses and
other current liabilities incurred on or after the Closing Date;


(iii)          all Liabilities in respect of any
lawsuits, claims, actions or proceedings
arising out of or relating to the Business or the ownership, sale, lease
or use of any of the Acquired Assets, in each case based on actions or
circumstances occurring on or after the Closing Date;


(iv)          all Liabilities for warranty claims
and product or service liability or similar claims, including all suits,
actions or proceedings relating to any such Liabilities, in each case arising
out of or relating to Business with respect to actions or circumstances
occurring on or after the Closing Date;


(v)           all Liabilities for Taxes arising out
of or relating to or in respect of the Business or any Acquired Asset for any
Post-Closing Tax Period, other than any Excluded Tax Liabilities;


(vi)          all Liabilities for transfer,
documentary, sales, use, registration, value-added and other similar Taxes and
related amounts (including any penalties, interest and additions to Tax)
incurred in connection with this Agreement, any of the Other Transaction



 3
 








Documents, the Acquisition and the other transactions
contemplated hereby and thereby (“Transfer Taxes”); and


(vii)         all other Liabilities of Seller and the
Selling Affiliates of whatever kind and nature, primary or secondary, direct or
indirect, absolute or contingent, known or unknown, whether or not accrued, in
each case arising out of or relating to the Acquired Assets based on actions or
circumstances occurring on or after the Closing Date (including any claim,
action, suit, arbitration, inquiry, proceeding or investigation by or before
any Governmental Entity).


(b)           Notwithstanding any other provision
of this Agreement, CE shall not assume any Excluded Liability, each of which
shall be retained and paid, performed and discharged when due by Seller and the
Selling Affiliates.  The term “Excluded
Liability” means:


(i)            all Liabilities, to the extent
related to or arising out of any Excluded Asset;


(ii)           any Tax payable with respect to any
business, asset, property or operation of Seller or its Affiliates (including
any Taxes relating to or arising out of the Acquired Assets) for any
Pre-Closing Tax Period, other than any Tax for which CE is responsible pursuant
to Section 6.7 (“Excluded Tax Liability”); and


(iii)          all Accounts Payable other than the
accounts payable, accrued expenses and other current liabilities assumed
pursuant to Section 1.3(a)(ii).


(c)           Each of CE’s and Seller’s obligations
under this Section 1.3 will not be subject to offset or reduction by
reason of any actual or alleged breach of any representation, warranty,
covenant or agreement contained in this Agreement or any Other Transaction
Document or any right or alleged right to indemnification hereunder.


SECTION 1.4         Consents of Third Parties.  (a)  Notwithstanding
anything in this Agreement to the contrary, this Agreement shall not constitute
an agreement to assign any asset or claim or right or any benefit arising under
or resulting from such asset (including any Contract) or Permit or any claim, right
or benefit arising under or resulting from such asset or Permit if the
assignment or transfer thereof, without the consent of a third party, would
constitute a breach or other contravention of the rights of such third party,
would be ineffective with respect to any party to an agreement concerning such
asset or Permit, or, upon assignment or transfer, would in any way adversely
affect the rights of Seller or any Selling Affiliate or, upon transfer,
CE.  If any transfer or assignment by
Seller or any Selling Affiliate to, or any assumption by CE of, any interest
in, or liability, obligation or commitment under, any asset or Permit, or
related claim, right or benefit requires the consent of a third party, then
such transfer or assumption shall be made subject to such consent being
obtained.


(b)           If any such consent is not obtained
prior to the Closing, Seller, the Selling Affiliates and CE shall cooperate
(each at their own expense) in any lawful and reasonable arrangement reasonably
proposed by CE under which CE shall obtain the economic claims, rights and
benefits under the asset (including any Contract), Permit or related claim,
right or benefit with respect to which the consent has not been obtained in
accordance with this



 4
 








Agreement.  Such
reasonable arrangement may include (i) the subcontracting, sublicensing or
subleasing to CE of any and all rights of Seller and the Selling Affiliates
against the other party to such third-party agreement arising out of a breach
or cancellation thereof by the other party and (ii) the enforcement by
Seller or the Selling Affiliates of such rights.  Seller and the Selling Affiliates make no
representation or warranty as to whether consent to assignment of any Contracts
or Permits will be obtained, CE shall bear the risk of loss with respect to
Contracts or Permits not assigned as of the Closing.


SECTION 1.5         Refunds and Remittances.  (a)  Received
by Seller or the  Selling Affiliates. 
After the Closing, if Seller or any of the Selling Affiliates receives
(i) any refund or other amount which is an Acquired Asset or is otherwise
properly due and owing to CE in accordance with the terms of this Agreement, or
(ii) any refund or other amount which is related to claims or other
matters for which CE is responsible hereunder, and which amount is not an
Excluded Asset, or is otherwise properly due and owing to CE in accordance with
the terms of this Agreement, Seller promptly shall remit, or shall cause to be
remitted, such amount to CE at the address set forth in Section 8.6(a).


(b)           Received by CE or its Affiliates.  After the Closing, if CE or any of its
Affiliates receives (i) any refund or other amount which is an Excluded
Asset or is otherwise properly due and owing to Seller or any of the Selling
Affiliates in accordance with the terms of this Agreement, or (ii) any
refund or other amount which is related to claims or other matters for which
Seller is responsible hereunder, and which amount is not an Acquired Asset, or
is otherwise properly due and owing to
Seller in accordance with the terms of this Agreement, CE promptly shall
remit, or shall cause to be remitted, such amount to Seller at the address set
forth in Section 8.6(b).


ARTICLE
II


CLOSING


SECTION 2.1         Closing.  (a) 
The closing of the Acquisition (the “Closing”) shall be held at
the offices of Morrison & Foerster LLP, 12531 High Bluff Drive, San Diego,
California at 11:59:59 p.m. (EDT) on the date of this Agreement.  The date on which the Closing shall occur is
hereinafter referred to as the “Closing Date”.


(b)           At the Closing, CE shall deliver to
the Seller:


(i)            by wire transfer to a bank account
designated in writing by Seller in United States Dollars, immediately available
funds in an amount equal to $300,000;


(ii)           the Shares duly endorsed in blank;


(iii)          the Assumption Agreement and such
other instruments of assumption and such other instruments and documents as
Seller or the Selling Affiliates may reasonably request to effect or evidence
the purchase of the Acquired Assets and the assumption of the Assumed
Liabilities; and


(iv)          the Other Transaction Documents to
which CE is a party.



 5
 








(c)           At the Closing, Seller and each
Selling Affiliate shall deliver to CE:


(i)            a receipt for the Purchase Price
paid by CE;


(ii)           the Bill of Sale and such other
instruments and documents as CE may reasonably request to effect or evidence
the transfer to CE of the Acquired Assets; and


(iii)          the Other Transaction Documents to
which Seller and each Selling Affiliate is a party.


ARTICLE
III


REPRESENTATIONS AND WARRANTIES OF SELLER


Except as set forth in
the Seller Disclosure Schedule attached hereto (the “Seller Disclosure
Schedule”) with such specificity to give reasonable notice to CE of the
representation and warranty to which such exception relates, Seller hereby
represents and warrants to CE as follows:


SECTION 3.1         Authority.  Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware.  Each Selling Affiliate is a
legal entity, duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization. 
Seller has all requisite corporate power and authority to enter into this Agreement, and Seller and each of the
Selling Affiliates has all requisite corporate power and authority to
enter into the Other Transaction Documents to which
it is, or is specified to be, a party and to consummate the transactions
contemplated hereby and thereby. 
All corporate acts and other proceedings required to be taken by Seller
and each of the Selling Affiliates to authorize the execution, delivery and
performance of this Agreement and the Other Transaction Documents to which it
is, or is specified to be, a party and to consummate the transactions
contemplated hereby and thereby have been duly and properly taken.  This Agreement has been duly executed and delivered by Seller and, assuming this Agreement
has been duly authorized, executed and delivered by CE, constitutes, and
the Other Transaction Documents on the Closing Date will be duly executed and
delivered by Seller or the Selling Affiliates, as applicable, and will
constitute, a legal, valid and binding obligation of Seller or the Selling
Affiliates, as applicable, enforceable against such person in accordance with
its terms, subject, as to enforcement, to
applicable bankruptcy, insolvency, moratorium, reorganization or similar
laws affecting creditors’ rights generally and to general equitable principles.


SECTION 3.2         No Conflicts; Consents.  (a) 
The execution and delivery of this Agreement by Seller do not, and the
execution and delivery of the Other Transaction
Documents by Seller and the Selling Affiliates specified to be parties thereto
will not, and the consummation of the transactions contemplated hereby and
thereby and compliance with the terms and conditions hereof and thereof will
not, conflict with, or result in any violation of or default (with or without
notice or lapse of time, or both) under, or
give rise to a right of termination, cancellation or acceleration of any
obligation or loss of a material benefit under, or result in the
creation of any liens, claims, encumbrances, security interests, options,
charges or restrictions of any kind (“Liens”) upon any of the Acquired
Assets under, any provision of (i) the certificate of



 6
 








incorporation or by-laws (or the comparable governing
instruments) of Seller or any Selling Affiliate, or (ii) any judgment,
order or decree, or, subject to the matters referred to in clauses (i) and
(ii) of paragraph (b) below, Applicable Law applicable to Seller or any Selling Affiliate or the Acquired Assets.


(b)           No material consent, approval,
license, permit, order or authorization of, or registration, declaration or
filing with, any Governmental Entity is required to be obtained or made by or
with respect to Seller or any Selling Affiliate in connection with the
execution, delivery and performance of this Agreement, the Other Transaction
Documents or the consummation of the transactions contemplated hereby or
thereby other than (i) those that
may be required solely by reason of CE’s or any Affiliate of CE’s (as opposed
to any other third party’s) participation in the transactions contemplated
hereby or by the Other Transaction Documents, and (ii) such consents,
approvals, licenses, permits, orders, authorizations, registrations, declarations
and filings the absence of which, or the
failure to make or obtain which, individually or in the aggregate, would not
be reasonably likely to have a Material Adverse Effect.


SECTION 3.3         Taxes.  No material Tax liens have been filed and no
material claims are being asserted in writing with respect to any Taxes due
with respect to the Acquired Assets.


SECTION 3.4         Good and Valid Title.  (a) 
Seller and the Selling Affiliates have, or as of the Closing Date will
have, good and valid title to all material Acquired Assets, in each case free
and clear of all Liens, except (i) such as are set forth in
Section 3.4 of the Seller Disclosure Schedule; (ii) mechanics’,
carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in
the ordinary course of business and Liens for Taxes and other governmental
charges which are not due and payable or which may thereafter be paid without
penalty; and (iii) other imperfections of title or encumbrances, if any,
which do not, individually or in the
aggregate, materially impair the continued use and operation of the
Acquired Assets to which they relate (the Liens described in clauses (i),
(ii) and (iii) above are hereinafter referred to collectively as “Permitted
Liens”).


(b)           This Section 3.4 does not relate
to Contracts, such item being the subject of Section 3.5.


SECTION 3.5         Contracts.  (a) 
Section 3.5 of the Disclosure Schedule sets forth each Transferred
Contract that is or contains:


(i)            a continuing contract for the future
provision of nursing services.


(b)           Except as set forth in
Section 3.5 of the Seller Disclosure Schedule, each Transferred Contract
set forth in Section 3.5 of the Seller Disclosure Schedule is valid,
binding and in full force and effect and, to the knowledge of Seller, is
enforceable by Seller or the applicable Selling Affiliate in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws affecting creditors’ rights
generally, general principles of equity and the discretion of courts in
granting equitable remedies and except to the extent that the failure of a
Transferred Contract to be valid, binding and in full force and effect would
not be reasonably likely to have a Material Adverse Effect.  Seller and the Selling Affiliates have
performed in all material respects all material obligations



 7
 








required to be performed by them to date under the
Transferred Contracts and is not (with or without the lapse of time or the
giving of notice, or both) in breach or default in any material respect
thereunder and, to the knowledge of Seller, no other party to any of the
Transferred Contracts set forth in
Section 3.5 of the Seller Disclosure Schedule, as of the date of this
Agreement, is (with or without the lapse of time or the giving of notice, or
both) in breach or default in any material respect thereunder, except to the
extent that such breach or default would not be reasonably likely to have a
Material Adverse Effect.


SECTION 3.6         Litigation.  There are no lawsuits or claims pending as of
the date of this Agreement, with respect to which Seller or any Selling
Affiliate has been contacted in writing by counsel for the plaintiff or
claimant, against any Acquired Asset or which seek any material injunctive
relief or seek any legal restraint on or prohibition against the transactions
contemplated by this Agreement.  To the
knowledge of Seller, as of the date of this
Agreement, none of Seller or the Selling Affiliates is a party or subject
to or in default under any material judgment, order, injunction or decree of
any Governmental Entity or arbitration tribunal applicable to the Business or
any material Acquired Asset.


SECTION 3.7         DISCLAIMER.  CE ACKNOWLEDGES THAT EXCEPT AS SET FORTH IN
THIS ARTICLE III AND IN THE SELLER DISCLOSURE SCHEDULE, NEITHER SELLER NOR ANY
OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS
TO THE ACQUIRED ASSETS, THE BUSINESS OR THE ACCURACY AND COMPLETENESS OF ANY
INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO CE AND
THEIR REPRESENTATIVES AND CE HAS NOT RELIED ON ANY REPRESENTATION FROM SELLER
OR ANY OTHER PERSON WITH RESPECT TO THE ACQUIRED ASSETS, THE BUSINESS OR THE
ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS
FURNISHED OR MADE AVAILABLE TO CE AND THEIR REPRESENTATIVES IN DETERMINING TO
ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN THIS ARTICLE III AND IN THE SELLER DISCLOSURE SCHEDULE.  CE ACKNOWLEDGES THAT SHOULD THE CLOSING
OCCUR, CE SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT ANY REPRESENTATION AS TO
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN AN “AS IS” CONDITION
AND ON A “WHERE IS” BASIS AND CE SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT
ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN CE GOOD AND MARKETABLE
TITLE, FREE AND CLEAR OF ANY LIENS, THAT ANY NECESSARY CONSENTS OR GOVERNMENTAL
APPROVALS ARE NOT OBTAINED AND THAT ANY REQUIREMENTS OF APPLICABLE LAWS OR
JUDGMENTS ARE NOT COMPLIED WITH.



 8
 








ARTICLE
IV


REPRESENTATIONS AND WARRANTIES OF CE


CE hereby represents and
warrants to Seller as follows:


SECTION 4.1         Authority.  This Agreement has been duly executed and
delivered by CE and, assuming this Agreement has been duly authorized, executed
and delivered by Seller, constitutes, and the Other Transaction Documents on
the Closing Date will be duly executed by CE, and upon the due authorization,
execution and delivery by each other party to the Other Transaction Documents,
will constitute a legal, valid and binding obligation of CE, enforceable
against CE in accordance with its terms, subject, as to enforcement, to
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting creditors’ rights generally and to general equitable principles.


SECTION 4.2         No Conflicts; Consents.  (a) 
The execution and delivery of this Agreement by CE does not, and the
execution and delivery by CE of each Other Transaction Document to which it is,
or is specified to be, a party will not, and the consummation of the transactions
contemplated hereby and thereby and compliance with the terms hereof and
thereof will not, conflict with, or result in any violation of or default (with
or without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to loss of a
material benefit under, or result in the creation of any Lien upon any of the
properties or assets of CE under, any provision of (i) its certificate of
incorporation or by-laws, (ii) any Contract to which CE is a party or by
which any of its properties or assets are bound or (iii) any judgment,
order, or decree, or, subject to the matters referred to in paragraph (b)
below, statute, law, ordinance, rule or regulation applicable to CE or its properties
or assets, other than, in the case of clauses (ii) and (iii) above,
any such items that, individually or in the aggregate, would not be reasonably
likely to have a material adverse effect on the ability of CE to consummate the
Acquisition.


(b)           No consent, approval, license,
permit, order or authorization of, or registration, declaration or filing with,
any Governmental Entity is required to be obtained or made by or with respect
to CE in connection with the execution, delivery and performance of this Agreement,
the Other Transaction Documents or the consummation of the transactions
contemplated hereby or thereby, other than (i) those that may be required
solely by reason of Seller’s or any Selling Affiliates’ (as opposed to any
other third party’s) participation in the transactions contemplated hereby or
by the Other Transaction Documents and (ii) such consents, approvals,
licenses, permits, orders, authorizations, registrations, declarations and
filings the absence of which, or the failure to make which, individually or in
the aggregate, would not be reasonably likely to have a material adverse effect
on the ability of CE to consummate the Acquisition.


SECTION 4.3         Actions and Proceedings.  There are no (a) outstanding judgments,
orders, injunctions or decrees of any Governmental Entity or arbitration
tribunal against CE, (b) lawsuits, actions or proceedings pending or, to
the knowledge of CE, threatened against CE, or (c) investigations by any
Governmental Entity which are pending or, to the knowledge of CE, threatened
against CE, which, in the case of each of clauses (a), (b) and (c), have had or
would be reasonably likely to have a material adverse effect on the ability of
CE to consummate the Acquisition.


SECTION 4.4         Availability of Funds.  CE has cash available or has existing
borrowing facilities which together are sufficient to enable it to consummate
the Acquisition.



 9
 








SECTION 4.5         Title to Shares.  CE owns beneficially and of record, free and
clear of any Liens, the Shares.  CE have
the right and power to transfer the Shares to Seller.  Upon the Closing, Seller shall receive good
and valid title to the Shares, free and clear of all Liens.


SECTION 4.6         No Knowledge of Misrepresentation or
Omission.  CE has no knowledge that
any of the representations and warranties of Seller made in this Agreement or
any Other Transaction Document qualified as to materiality are not true and
correct, or that those not so qualified are not true and correct in all
material respects, and CE has no knowledge of any material errors in, or
material omissions from, any Section of the Seller Disclosure Schedule.


ARTICLE V


COVENANTS OF CE


CE covenants and agrees
as follows:


SECTION 5.1         Confidentiality.  CE  acknowledges
that the information being provided to CE in connection with the Acquisition
and the consummation of the other transactions contemplated hereby and by the
Other Transaction Documents (including the terms and conditions of this
Agreement and the Other Transaction Documents) constitutes Confidential
Information.  Following the Closing, CE
covenants and agrees to hold in strict confidence, not disclose to any third
party and not use for any purpose (i) any Confidential Information obtained by
CE while CE was employed by Seller; and (ii) any and all other Confidential
Information and other information (other than information relating to the
Acquired Assets, the Business or the Assumed Liability) provided to CE by or on
behalf of Seller, any Selling Affiliate or Seller’s representatives concerning
Seller, the Selling Affiliates or any other Affiliate of Seller and the terms
and conditions of this Agreement and the Other Transaction Documents.


SECTION 5.2         No Additional Representations.  CE acknowledges that they and their
representatives have received or been afforded the opportunity to review prior
to the date hereof all written materials which Seller was required to deliver
or make available, as the case may be, to CE pursuant to this Agreement on or
prior to the date hereof.  CE acknowledges
that they and their representatives have been permitted full and complete
access to the books and records, facilities, equipment, Contracts and other
properties and assets of Seller and the Selling Affiliates to the extent
relating to the Business or the Acquired Assets that they and their representatives
have desired or requested to see and/or review, and that it and its
representatives have had a full opportunity to meet with the officers and
employees of Seller and the Selling Affiliates to discuss the Business, the
Acquired Assets and the Assumed Liabilities. 
CE acknowledges that none of Seller, any Selling Affiliate or any other
person has made any representation or warranty, expressed or implied, as to the
accuracy or completeness of any information regarding the Acquired Assets or
the Assumed Liabilities furnished or made available to CE and their
representatives, except as expressly set forth in this Agreement or the Seller
Disclosure Schedule.


SECTION 5.3         Non-Solicitation; Non-Interference.  From and after the Closing, CE and its Affiliates
shall not, directly or indirectly: (i) at any time, either for itself or for
any other person, solicit or encourage, or take any action intended to solicit
or encourage, any current



 10
 








employee, director, partner, independent contractor or
consultant of Seller (or any Affiliate of Seller) or any future such person
hired or engaged by Seller (or any Affiliate of Seller) located outside the
Detroit, Michigan metropolitan area to terminate, discontinue or alter his, her
or its relationship with Seller or any such Affiliate, or in any other way
interfere with the relationship between any such person and Seller or any such
Affiliate; (ii) at any time, employ or otherwise engage as a contractor or
consultant any person currently employed or engaged as a contractor or
consultant by Seller (or any Affiliate of Seller) or employed or engaged in the
future and located outside the Detroit, Michigan metropolitan area during such
person’s employment or engagement with Seller or any such Affiliate or for
eighteen months following termination of such employment or engagement; or
(iii) for a period of eighteen months, compete with Seller (or any Affiliate of
Seller) with respect to any business of any kind (outside the Detroit, Michigan
metropolitan area) in the states set forth on Schedule 5.3 hereto; provided,
however, parties agree that with the sole exception to the prohibition
contained in this subsection (iii) shall be that CE shall have the ability to
place nurses in hospitals or other healthcare institutions in return for
payment of a fee by CE to Seller in an amount equal to 5% of the gross revenues
generated by all nurses so placed for six months following the Closing Date and
3% of gross revenues for nurses so placed for the twelve (12) months thereafter
(the “Fee”).  The Fee shall be payable
quarterly in arrears.  Payments must be
made in immediately available funds by wire transfer to such bank account as
Seller will specify.  CE will prepare and
will cause CE’s certified public accountants to review and approve a statement
in respect to calculation of the Fee each quarter which shall include the
applicable nurses, rates, hours worked, state of placement and contractual
counterparty.  If Seller disputes the
calculation of the Fee, CE will furnish Seller such work papers and other
documents and information relating to the dispute at issue as Seller may
reasonably request to enable Seller to audit and determine the amount of the
Fee, and the parties hereto shall cooperate to resolve the dispute in
accordance with the provisions of this Agreement.  The parties agree that in the event of a
breach by CE or its Affiliates of any of the covenants set forth in this
Section 5.3, monetary damages alone would be inadequate to fully protect Seller
from, and compensate Seller for, the harm caused by such breach or threatened
breach.  Accordingly, CE agrees that if
it breaches or threatens breach of any provision of this Section 5.3, Seller
shall be entitled to, in addition to any other right or remedy otherwise
available, injunctive relief restraining such breach or threatened breach and
to specific performance of any such provision of this Section 5.3.  Seller shall not be required to post a bond
or other security in connection with, or as a condition to, obtaining such
relief before a court of competent jurisdiction.


SECTION 5.4         Employees.  Upon the Closing Date, CE shall offer
employment to all Business —related employees of Seller and the Selling
Affiliates.  Such offers of employment
shall be on terms substantially similar to the terms of employment such
employees had with Seller and the Selling Affiliates immediately prior to the
Closing Date.


ARTICLE
VI


MUTUAL COVENANTS


SECTION 6.1         Consents.  CE acknowledges that certain consents and
waivers with respect to the transactions contemplated by this Agreement may be
required from parties to the Transferred Contracts in order to transfer such
Transferred Contracts to CE and that such



 11
 








consents and waivers have not been obtained.  CE agrees that, except for the provision of
Section 1.4(b), Seller and its Affiliates shall not have any liability or
obligation whatsoever to CE arising out of or relating to the failure to obtain
any consents or waivers that may be required in connection with the
transactions contemplated by this Agreement or because of the termination of
any Transferred Contract or Transferred Permit as a result thereof.  CE further agrees that no representation,
warranty, covenant or agreement of Seller contained herein shall be breached or
deemed breached, and no condition shall be deemed not satisfied, as a result of (a) the failure to obtain any such consent
or waiver, (b) any such termination or (c) any lawsuit,
action, proceeding or investigation commenced or threatened by or on behalf of any person arising out of or relating to the
failure to obtain any such consent or waiver or any such
termination.  Seller shall, and shall
cause the Selling Affiliates to, cooperate with CE, upon the request of CE, in
any reasonable manner in connection with CE
obtaining any such consents and waivers;  provided,
however, that such cooperation
shall not include any requirement of Seller or any of its Affiliates (including
the Selling Affiliates) to expend money, commence, defend or participate in any
litigation, incur any obligation in favor of, or offer or grant any
accommodation (financial or otherwise) to, any third party.


SECTION
6.2         Security Interest Release.  CE acknowledges that the Acquired Assets are
subject to a first priority security (the “Security Interest”) in favor
of Systran Financial Services Corporation (“Systran”) and that Systran
has not yet released the Security Interest or consented to the Acquisition in
writing.  CE agrees that, except for the
provision of this Section 6.2, Seller and its Affiliates shall not have
any liability or obligation whatsoever to CE arising out of or relating to the
failure to obtain the release of the Security Interest or any other consent or
waiver of Systran that may be required in connection with the transactions
contemplated by this Agreement.  CE
further agrees that no representation, warranty, covenant or agreement of
Seller contained herein shall be breached or deemed breached, and no condition
shall be deemed not satisfied, as a result of
the failure to obtain any such release, consent or waiver.  CE shall cooperate with Seller, upon the
request of Seller, in any reasonable manner
in connection with Seller obtaining any such releases, consents and waivers,
including without limitation, by executing any documentation reasonably requested
by Systran;  provided,
however, that such
cooperation shall not include any requirement of CE to expend money, commence,
defend or participate in any litigation, incur any obligation in favor of, or
offer or grant any accommodation (financial or otherwise) to, any third party.


SECTION 6.3         Cooperation.  (a)  CE
and Seller shall cooperate with each other,
and shall cause their respective officers, employees, agents, auditors and
representatives to cooperate with each other, for a period of one (1) year after
the Closing to ensure the orderly transition of the Acquired Assets from Seller
to CE and to minimize any disruption to the respective businesses of Seller,
the Selling Affiliates, CE that might result from the transactions contemplated
hereby.  After the Closing, upon
reasonable written notice, CE and Seller shall furnish or cause to be furnished
to each other and their employees, counsel, auditors and representatives reasonable access, during normal
business hours, to such information and  assistance relating to the Business and the Acquired Assets as is
reasonably necessary for financial reporting and accounting matters, the
preparation and filing of any Tax returns, reports or forms or the defense of
any Tax claim or assessment.  The
obligation to cooperate pursuant to the preceding sentence insofar as it
concerns Taxes shall terminate at the time the relevant applicable statute of
limitations expires (giving effect to any extension thereof).  Neither party shall be required by this
Section 6.3 to



 12
 








take any action that would unreasonably interfere with
the conduct of its business or unreasonably disrupt its normal operations.


(b)           Following the Closing, CE shall, and
shall cause their respective Affiliates to, cooperate fully with Seller in the
prosecution, defense and/or settlement of any litigation or dispute to which
Seller and/or its Affiliates may become a party, other than any litigation or
dispute relating to the terms and provisions of this Agreement and the
transactions contemplated hereby.  Such
cooperation shall include (i) affording Seller, its counsel and its other
representatives full and complete access, upon reasonable notice during normal
business hours, to all relevant personnel, properties, books, contracts,
commitments and records, (ii) furnishing promptly to Seller, its counsel
and its other representatives any information reasonably requested by Seller,
such counsel or such other representatives and (iii) providing any other
assistance to Seller, its counsel and its other representatives reasonably
requested by such Seller, such counsel or such other representatives.  In addition, CE shall promptly notify Seller
of any communication or other contact they receive regarding any litigation,
potential litigation or dispute relating to Seller and/or its Affiliates.


(c)           From time to time, as and when
requested by either party hereto, the other party shall execute and deliver, or
cause to be executed and delivered, all such documents and instruments and
shall take, or cause to be taken, all such further or other actions (subject to
the provisions of Section 6.1), as such other party may reasonably deem necessary or desirable to consummate the transactions
contemplated by this Agreement.


SECTION 6.4         Publicity.  Seller and CE agree that no public release or announcement concerning the
transactions contemplated hereby shall be issued by either party or its
Affiliates without the prior written consent of the other party (which consent
shall not be unreasonably withheld), except as such release or announcement may
be required by Applicable Law or the rules or regulations of any United States
or foreign securities exchange to which such party is subject, in which case
the party required to make the release or announcement shall allow the other
party reasonable time to comment on such release or announcement in advance of
such issuance.


SECTION 6.5         Termination of Lease; Termination of
Non-Competition Agreements.  Each
party hereto agrees that effective upon the Closing, the Lease shall terminate
and be of no further force or effect, and Seller and the Selling Affiliates
shall have no further obligation thereunder. 
Further, each party hereto agrees that effective upon the Closing, the
Non-Competition and Non-Solicitation Agreements entered in connection with the
Agreement and Plan of Reorganization shall terminate and be of no further force
or effect.


SECTION 6.6         Bulk Transfer Laws.  CE hereby waives compliance by Seller and its
Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction
in connection with the sale of the Acquired Assets to CE.


SECTION 6.7         Transfer Taxes; Purchase Price
Allocation; Entitlement  to Tax Refunds and Credits; Proration of
Non-Income Taxes.  (a)  All Transfer Taxes and any filing or
recording fees applicable to the Acquisition shall be paid by CE.  Each party shall use reasonable efforts to
avail itself of any available exemptions from any such Taxes or fees, and to
cooperate with the



 13
 








other party in providing any information and
documentation that may be necessary to obtain such exemptions.


(b)           Seller shall allocate the Purchase
Price among the Acquired Assets, subject to CE’s consent, such consent not to
be unreasonably withheld.  Such
allocation will comply with the requirements of Section 1060 of the
Code.  Each of Seller and CE agrees that
it shall (i) report the sale and purchase of the Acquired Assets for
United States Tax purposes in accordance with such allocations and
(ii) not take any position inconsistent with such allocations on any of
their respective United States Tax returns.


(c)           Seller shall be entitled to any
refunds or credits of Taxes relating to any Excluded Tax Liability.  CE shall be entitled to any refunds or
credits of Taxes relating to the Acquired Assets, other than any such refunds
or credits of Taxes relating to any Excluded Tax Liability.


(d)           Any value-added, goods and services,
stamp duties, ad valorem and similar Taxes shall be allocated between portions
of a tax period that includes (but does not end on) the Closing Date (a “Straddle
Period”) in the following manner: (i) in the case of a Tax imposed in
respect of property and that applies ratably to a Straddle Period, the amount
of Tax allocable to a portion of the Straddle Period shall be the total amount
of such Tax for the period in question multiplied by a fraction, the numerator
of which is the total number of days in such portion of such Straddle Period
and the denominator of which is the total number of days in such Straddle
Period, and (ii) in the case of sales, value added and similar
transaction-based Taxes (other than Transfer Taxes), such Taxes shall be
allocated to the portion of the Straddle Period in which the relevant
transaction occurred.


SECTION 6.8         Mutual Release.  Except for the rights and obligations expressly
set forth or excluded in this Agreement, each of CE on the one hand and Seller
on the other, for themselves and for each of their respective past and present
agents, assigns, transferees, heirs, spouses, relatives, executors, attorneys,
administrators, officers, directors, employees, predecessors, subsidiaries,
parents, Affiliates, successors, insurers, and representatives (“Releasors”),
hereby release and discharge the other and their respective past and present
agents, assigns, transferees, heirs, spouses, relatives, executors, attorneys,
administrators, officers, directors, employees, predecessors, subsidiaries,
parents, Affiliates, successors, insurers, and representatives (“Releasees”)
from any and all claims and causes of action, known or unknown, which Releasors
now have or may have against any of the Releasees arising through the date of
this Agreement, including but not limited to claims relating to the Lease, the
Agreement and Plan of Reorganization (and the transactions contemplated
thereby), the employment of CE by Seller or any of its Affiliates, ownership of
the Shares by CE, discrimination, harassment, retaliation, breach of contract,
breach of the implied covenant of good faith and fair dealing, intentional and
negligent infliction of emotional distress, violation of privacy rights,
violation of any other state or federal law, any charge of discrimination filed
by CE against Seller with any state or federal agency, claims for unpaid wages,
paid time off, and/or attorneys’ fees and costs incurred in reaching this
Agreement.  The parties expressly
acknowledge and agree that neither Seller nor CE would enter into this
Agreement but for the representation and warranty that CE and Seller are hereby
releasing any and all claims of any nature whatsoever arising through the date
of this Agreement other than any claims relating to



 14
 








the terms and provisions of this Agreement and the
transactions contemplated hereby, known or unknown, whether statutory or at
common law, which CE or Seller now has or could assert directly or indirectly
against any of the Releasees.


SECTION 6.9         Litigation Standstill.  CE, individually, hereby covenants and agrees
that CE shall refrain from initiating, filing, instituting, maintaining or
proceeding upon any lawsuit, claim, demand, cause of action, litigation,
arbitration or any right of any nature whatsoever, against Seller and its
subsidiaries, Affiliates, officers, directors, stockholders, agents or
employees, arising out of any subject matter whatsoever through the date of this Agreement other
than claims relating to the terms and provisions of this Agreement and the
transactions contemplated hereby and from encouraging, advising, preparing for
or voluntarily assisting any other person or entity to initiate, institute,
maintain or proceed upon any lawsuit, claim, demand, cause of action,
litigation, arbitration or any right of any nature whatsoever, against Seller
and its subsidiaries, Affiliates, officers, directors, stockholders, agents or
employees, arising out of any subject matter whatsoever.  Seller hereby
covenants and agrees to refrain from initiating, filing, instituting,
maintaining or proceeding upon any lawsuit, claim, demand, cause of action,
litigation, arbitration or any right of any nature against CE that was released
pursuant to Section 6.8 above.


ARTICLE
VII


INDEMNIFICATION


SECTION 7.1         Indemnification by Seller.  From and after the Closing, Seller shall
indemnify CE and its Affiliates and each of their respective officers,
directors, employees, agents and representatives against and hold them harmless
from any loss, liability, claim, damage or expense (including reasonable legal
fees and expenses) (“Losses”) suffered or incurred by any such
indemnified party to the extent arising from (i) any breach of a covenant or
agreement of Seller contained in this Agreement; (ii) the operation of the
Business or the Acquired Assets prior to the Closing Date; or (iii) the
Excluded Liabilities.  Notwithstanding
the forgoing, (x) Seller’s liability under this Section 7.1 shall in no
event exceed $100,000.


SECTION 7.2         Indemnification by CE.  From and after the Closing, CE shall jointly
and severally indemnify Seller and its Affiliates and each of their respective
officers, directors, employees, agents and representatives against and hold
them harmless from any Loss suffered or incurred by any such indemnified party
to the extent arising from (i) any breach of a covenant or agreement of CE
contained in this Agreement; (ii) the operation of the Business or the Acquired
Assets on and after the Closing Date; or (iii) the Assumed Liabilities.


SECTION 7.3         Limitations on Liability;
Cooperation.  (a)  Notwithstanding any provision herein, neither
Seller nor CE shall in any event be liable to the other party or its
Affiliates, officers, directors, employees, agents or representatives on
account of any indemnity obligation set forth in Section 7.1 or Section 7.2 for any indirect, consequential,
special, incidental or punitive damages (including lost profits, loss of
use, damage to goodwill or loss of business). 
Further, neither Seller nor CE shall have any liability to the other
party or its Affiliates, officers, directors, employees, agents or
representatives relating to the future or historic financial condition, or
results of operations of the Business.



 15
 








(b)           CE further acknowledges and agrees
that, should the Closing occur, their sole and exclusive remedy with respect to
any and all claims relating to this Agreement, any Other Transaction Document,
the Acquisition, any document or certificate delivered in connection herewith,
the Business, the Acquired Assets and the Assumed Liabilities or any Federal,
state, local or foreign statute, law, ordinance, rule or regulation or
otherwise (other than claims of, or causes of action arising from, fraud) shall
be pursuant to the indemnification provisions set forth in this Article
VII.  In furtherance of the foregoing, CE
hereby waives, from and after the Closing, to the fullest extent permitted
under Applicable Law, any and all rights, claims and causes of action (other
than claims of, or causes of action arising from, fraud) they or any of their
Affiliates may have against Seller and its Affiliates arising under or based
upon this Agreement, any Other Transaction Document, the Acquisition, any document
or certificate delivered in connection herewith, the Business, the Acquired
Assets and the Assumed Liabilities or any Federal, state, local or foreign
statute, law, ordinance, rule or regulation
or otherwise (except pursuant to the indemnification provisions set forth in
this Article VII).


SECTION 7.4         Losses Net of Insurance, etc.  The amount of any Loss for which
indemnification is provided under this Article VII shall be net of any amounts
recovered or recoverable by the indemnified party under insurance policies with
respect to such Loss and shall be reduced to take account of any net Tax
benefit (including as a result of any basis
adjustment) actually realized by the indemnified party arising from the
incurrence or payment of any such Loss. 
In computing the amount of any such Tax benefit, the indemnified party
shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from
the incurrence or payment of any indemnified Loss.


SECTION 7.5         Termination of Representations and
Warranties.  The representations and
warranties in this Agreement shall terminate at the Closing.


SECTION 7.6         Procedures Relating to
Indemnification for Third Party  Claims.  (a)  In
order for a party (the “indemnified party”) to be entitled to any
indemnification provided for under this Agreement in respect of, arising out of
or involving a claim or demand made by any
person against the indemnified party (a “Third  Party Claim”), such indemnified party must notify the indemnifying party in
writing, and in reasonable detail, of the Third Party Claim within ten
(10) business days after receipt by such
indemnified party of written notice of the Third Party Claim;  provided, however, that failure to give such notification shall not affect the
indemnification provided hereunder except to the extent the indemnifying party
shall have been prejudiced as a result of such failure.  Thereafter, the indemnified party shall
deliver to the indemnifying party, promptly after the indemnified party’s
receipt thereof, copies of all notices and documents (including court papers)
received by the indemnified party relating to the Third Party Claim.


(b)           If a Third Party Claim is made
against an indemnified party, the indemnifying party shall be entitled to
participate in the defense thereof and, if it so chooses, to assume the defense
thereof with counsel selected by the indemnifying party; provided, however, that such
counsel is not reasonably objected to by the indemnified party.  Should the indemnifying party so elect to
assume the defense of a Third Party Claim, the indemnifying party shall not be
liable to the indemnified party for legal expenses subsequently incurred by the
indemnified party in connection with the defense thereof.  If the indemnifying party assumes



 16
 








such defense, the indemnified party shall have the
right to participate in the defense thereof and to employ counsel (not
reasonably objected to by the indemnifying party), at its own expense, separate
from the counsel employed by the indemnifying party, it being understood that
the indemnifying party shall control such defense.  The indemnifying party shall be liable for
the fees and expenses of counsel employed by the indemnified party for any period
during which the indemnifying party has failed to assume the defense thereof.


(c)           If the indemnifying party so elects
to assume the defense of any Third Party Claim, all of the indemnified parties
shall cooperate with the indemnifying party in the defense or prosecution
thereof.  Such cooperation shall include
the retention and (upon the indemnifying party’s request) the provision to the
indemnifying party of records and information which are reasonably relevant to
such Third Party Claim, and making employees available on a mutually convenient
basis to provide additional information and explanation of any material
provided hereunder.  Whether or not the
indemnifying party shall have assumed the defense of a Third Party Claim, the
indemnified party shall not admit any liability with respect to, or settle,
compromise or discharge, such Third Party
Claim without the indemnifying party’s prior written consent (which
consent shall not be unreasonably withheld).


SECTION 7.7         Procedures Related to
Indemnification for Other Claims.  In
the event any indemnified party should have a claim against any indemnifying
party under Section 7.1 or 7.2 that does not involve a Third Party Claim
being asserted against or sought to be
collected from such indemnified party, the indemnified party shall
deliver notice of such claim with reasonable promptness to the indemnifying
party.  The failure by any indemnified
party so to notify the indemnifying party shall not relieve the indemnifying
party from any liability which it may have to such indemnified party under Section 7.1
or 7.2, except to the extent that the indemnifying party demonstrates that it
has been materially prejudiced by such failure.


SECTION 7.8         Tax Treatment of Indemnification
Payments.  For all Tax purposes, CE,
Seller and each of their respective Affiliates agree to treat any indemnity
payment under this Agreement as an adjustment to the Purchase Price received by
the Seller for the transactions contemplated by this Agreement unless a final
determination (as defined in Section 1313 of the Code) provides otherwise.


SECTION 7.9         Remedies Exclusive.  The remedies provided for in this Article VII
shall constitute the sole and exclusive remedy for any post-Closing claims,
except in the case of fraud.


ARTICLE
VIII


MISCELLANEOUS


SECTION 8.1         Assignment.  This Agreement and the rights and obligations
hereunder shall not be assignable or transferable by CE or Seller (including by
operation of law in connection with a merger, consolidation or sale of substantially all the assets of CE or Seller)
without the prior written consent of the other party hereto; provided,
that Seller may assign its rights and obligations hereunder (a) to
any direct or indirect wholly owned subsidiary of Seller or (b) to any
transferee of all or substantially all of the assets of Seller, in either case
without the consent of CE.  Any attempted
assignment in violation of this Section 8.1 shall be void.



 17
 








SECTION 8.2         No Third-Party Beneficiaries.  Except as provided in Article VII, this Agreement is for the sole benefit of the parties
hereto and their permitted assigns and nothing herein expressed or
implied shall give or be construed to give to any person, other than the
parties hereto and such assigns, any legal or equitable rights hereunder.


SECTION 8.3         Expenses.  Whether or not the transactions contemplated
hereby are consummated, and except as otherwise specifically provided in this
Agreement, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such costs or expenses.


SECTION 8.4         Attorney Fees.  If any legal action is brought relating to
this Agreement or the breach hereof, the prevailing party in any final
judgment, or the non-dismissing party in the event of a voluntary dismissal by
the party instituting the action, shall be entitled to the full amount of all
reasonable expenses, including all court costs and actual attorneys’ fees paid
or incurred in good faith.


SECTION 8.5         Amendments.  This Agreement may not be amended except by
an instrument in writing signed on behalf of each of the parties hereto.  By an instrument in writing CE, on the one
hand, or Seller, on the other hand, may waive compliance by the other with any
term or provision of this Agreement that such other party was or is obligated
to comply with or perform.


SECTION 8.6         Notices.  All notices or other communications required
or permitted to be given hereunder shall be in writing and shall be delivered
by hand or sent by prepaid telex, cable or telecopy or sent, postage prepaid,
by registered, certified or express mail or reputable overnight courier service
and shall be deemed given when so delivered by hand, telexed, cabled or
telecopied, or if mailed, three days after mailing (one business day in the
case of overnight mail or overnight courier service), as follows:


(a)           if to CE,


2011 Oak Street

Wyandotte, MI 48192


Attention: Matthew J. Cahillane and C. Michael Emery


with a copy to:


The Business Law Advisors

1900 South Boulevard, Suite 304

Charlotte, NC 28203


Attention: B. Andrew Pickens, Jr.; and



 18
 








(b)           if
to Seller,


Crdentia Corp.

5001 LBJ Freeway, Suite 850

Dallas, TX 75244


Attention: Chief
Executive Officer


with a copy to:


Morrison & Foerster LLP 

12531 High Bluff Drive

San Diego, CA 92130


Attention: Steven G. Rowles, Esq.


SECTION 8.7         Interpretation; Exhibits, Seller
Disclosure Schedule and  Other Schedules; Certain Definitions.  (a) 
The definitions of the terms herein shall apply equally to the singular
and plural forms of the terms defined. 
Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have
the same meaning and effect as the word “shall”.  Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth therein), (ii) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (iii) all
references herein to Articles, Sections, Appendices, Exhibits or Schedules
shall be construed to refer to Articles, Sections, Appendices, Exhibits and
Schedules of this Agreement and (iv) the headings contained in this
Agreement, the Seller Disclosure Schedule, other Schedules or any Appendix or
Exhibit and in the table of contents to this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.  Any matter set forth in
any provision, subprovision, section or subsection of the Seller Disclosure
Schedule shall be deemed set forth for all purposes of the Seller Disclosure
Schedule to the extent relevant and reasonably apparent.  The Seller Disclosure Schedule, all other
Schedules and all Appendices and Exhibits annexed hereto or referred to herein
are hereby incorporated in and made a part of this Agreement as if set forth in
full herein.  Any capitalized terms used
in the Seller Disclosure Schedule, any other Schedule or any Appendix or
Exhibit annexed hereto but not otherwise defined therein, shall have the
meaning as defined in this Agreement.  In
the event of an ambiguity or a question of intent or interpretation, this
Agreement shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.


(b)           For all purposes hereof:



 19
 








“Accounts Payable”
means all accounts payable and liabilities, obligations and commitments,
regardless of when asserted, billed or imposed, of Seller or the Selling
Affiliates as of the end of the day immediately prior to the Closing Date.


“Accounts Receivable”
means all accounts receivable, notes receivable and other indebtedness due and
owed by any third party to Seller or the Selling Affiliates as of the end of
the day immediately prior to the Closing Date, including all trade accounts
receivable representing amounts receivable in respect of goods shipped,
products sold or services rendered prior to the day immediately prior to the
Closing Date and the full benefit of any security for such accounts or debts.


“Additional Network
Server” means the network server located at the principal office of the
Business that was purchased by Seller following the closing of the transactions
contemplated by the Agreement and Plan of Reorganization and primarily runs
Seller’s Austin and San Antonio offices.


“Affiliate” means,
with respect to any specified person, any other person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified person; and for the purposes of this definition, “control”
when used with respect to any specified person means the power to direct the
management and policies of such person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


“Agreement and Plan of
Reorganization” means the Agreement and Plan of Reorganization by and among
Seller, HIP Holding, Inc. and the shareholders of HIP Holding, Inc. dated March
28, 2005.


“Applicable Laws”
means all applicable statutes, laws, ordinances, rules, orders and regulations
of any Governmental Entity


“Assumption Agreement”
means the assumption agreement to be executed by CE to evidence its assumption
of the Assumed Liabilities.


“Bill
of Sale” means a bill of sale and assignment with respect to the
Acquired Assets.


“Business” means
Seller’s and the Selling Affiliates’ temporary nurse staffing business in the
Detroit, Michigan metropolitan area.


“business day”
means any day, other than a Saturday or Sunday, on which commercial banks are
not required or authorized to close in the City of New York.


 “Code” shall mean the U.S. Internal
Revenue Code of 1986, as amended.


“Confidential
Information” shall mean all Trade Secrets and other confidential and/or
proprietary information of a person, including information derived from
reports, investigations, research, work in progress, codes, marketing and sales
programs, financial projections, cost summaries, pricing formulae, contract
analyses, financial information, projections, confidential filings with any
state or federal agency, and all other confidential concepts, methods of doing



 20
 








business, ideas,
materials or information prepared or performed for, by or on behalf of such
person by its employees, officers, directors, agents, representatives, or
consultants.  


“dollars”
or “$” means lawful money of the United States of America.


“Existing Network
Server” means the network server that has been located at the principal
office of the Business since prior to the closing of the transactions contemplated
by the Agreement and Plan of Reorganization.


“Governmental Entity”
means Federal, state or local government or any court of competent
jurisdiction, administrative agency or commission or other governmental
authority or instrumentality.


“including” means
including, without limitation.


“knowledge of Seller”
means the current actual knowledge of (i)  John Kaiser; and
(ii) James J. TerBeest.


“Lease”
means the Building Lease dated March 2005 by and among Ladder Company, LLC, a
Michigan limited liability company and Seller, as amended.


“Material Adverse
Effect” means a material adverse effect on (i) the Acquired Assets and
the Business, taken as a whole, or (ii) the ability of Seller to
consummate the Acquisition.  For purposes
of this Agreement, “Material Adverse Effect” shall exclude any effects to the
extent resulting from (A) changes in the United States or foreign economies in
general, (B) changes in industries relating to the Business in general and not
specifically relating to the Business, (C) the announcement by Seller of its
intention to sell the Acquired Assets, (D) the completion of the Acquisition or
(E) the execution of this Agreement (including the disclosure of the identity
of CE) or any Other Transaction Document and the consummation of the
transactions contemplated hereby or thereby.


“Other Transaction
Documents” means (i)  the Bill of Sale, and (ii) the Assumption
Agreement.


“person” means any
individual, firm, corporation, partnership, limited liability company, trust,
joint venture, Governmental Entity or other entity.


“Post-Closing Tax
Period” shall mean all taxable periods beginning and ending after the
Closing Date and the portion beginning on the day after the Closing Date of any
Straddle Period.


“Pre-Closing Tax
Period” shall mean all taxable periods ending on or before the Closing Date
and the portion ending on the Closing Date of any taxable period that includes
(but does not end on) the Closing Date.


“Selling
Affiliate” means each Affiliate of the Seller identified in
Section 1(a)(i) of the Seller Disclosure Schedule.



 21
 








“subsidiary”
of any person means another person, an amount of the voting securities,
other voting ownership or voting partnership interests of which is sufficient
to elect at least a majority of its Board of Directors or other governing body
(or, if there are no such voting interests, fifty percent (50%) or more of the
equity interests of which) is owned directly or indirectly by such first person
or by another subsidiary of such person.


“Tax” or “Taxes”
shall mean all Federal, state, local and foreign taxes and similar assessments
(other than Transfer Taxes), including all interest, penalties and additions
imposed with respect to such amounts.


“Trade Secrets”
shall mean all trade secrets under applicable law and other rights in know-how
and confidential or proprietary information, processing, manufacturing or
marketing information, including new developments, inventions, processes, ideas
or other proprietary information that provide Seller and the Selling Affiliates
with advantages over competitors who do not know or use it and documentation
thereof (including related papers, blueprints, drawings, research data and
results, flowcharts, diagrams, chemical compositions, formulae, diaries,
notebooks, specifications, designs, methods of manufacture, processing
techniques, data processing software, compilations of information, customer and
supplier lists, pricing and cost information, and business and marketing plans
and proposals) and all claims and rights related thereto.


“United States”
means the United States of America, including its territories and possessions
(excluding all military bases and other military installations outside of the
continental United States, Alaska, Hawaii and Washington, D.C.).


(c)           The following terms have the meanings
given such terms in the Sections set forth below:


	
  Term

  	
   

  	
  Section

  
	
  Accounts Payable

  	
   

  	
  8.7(b)

  
	
  Accounts
  Receivable

  	
   

  	
  8.7(b)

  
	
  Acquired Assets

  	
   

  	
  1.2(a)

  
	
  Acquisition

  	
   

  	
  1.1

  
	
  Additional
  Network Server

  	
   

  	
  8.7(b)

  
	
  Affiliate

  	
   

  	
  8.7(b)

  
	
  Agreement and Plan
  of Reoganization

  	
   

  	
  8.7(b)

  
	
  Applicable Laws

  	
   

  	
  8.7(b)

  
	
  Assumed
  Liabilities

  	
   

  	
  1.3(a)

  
	
  Assumption
  Agreement

  	
   

  	
  8.7(b)

  
	
  Bill of Sale

  	
   

  	
  8.7(b)

  
	
  Business

  	
   

  	
  8.7(b)

  
	
  business day

  	
   

  	
  8.7(b)

  
	
  CE

  	
   

  	
  Preamble

  
	
  Closing

  	
   

  	
  2.1

  
	
  Closing Date

  	
   

  	
  2.1

  
	
  Code

  	
   

  	
  8.7(b)

  



 



 22
 








 


	
  Term

  	
   

  	
  Section

  
	
  Confidential
  Information

  	
   

  	
  8.7(b)

  
	
  Contracts

  	
   

  	
  1.2(a)(i)

  
	
  Dollars

  	
   

  	
  8.7(b)

  
	
  Excluded Assets

  	
   

  	
  1.2(b)

  
	
  Excluded
  Contracts

  	
   

  	
  1.2(b)(iii)

  
	
  Excluded
  Liabilities

  	
   

  	
  1.3(b)

  
	
  Excluded Other
  Rights

  	
   

  	
  1.2(b)(v)

  
	
  Excluded Permits

  	
   

  	
  1.2(b)(iv)

  
	
  Excluded Records

  	
   

  	
  1.2(b)(vi)

  
	
  Excluded Tax
  Liability

  	
   

  	
  1.3(b)(ii)

  
	
  Existing Network
  Server

  	
   

  	
  8.7(b)

  
	
  Fee

  	
   

  	
  5.3

  
	
  Governmental
  Entity

  	
   

  	
  8.7(b)

  
	
  including

  	
   

  	
  8.7(a)

  
	
  indemnified
  party

  	
   

  	
  7.6

  
	
  Knowledge of
  Seller

  	
   

  	
  8.7(b)

  
	
  Lease

  	
   

  	
  8.7(b)

  
	
  Liabilities

  	
   

  	
  1.3(a)

  
	
  Liens

  	
   

  	
  3.2(a)

  
	
  Losses

  	
   

  	
  7.1

  
	
  Material Adverse
  Effect

  	
   

  	
  8.7(b)

  
	
  Other Rights

  	
   

  	
  1.2(a)(iii)

  
	
  Other
  Transaction Documents

  	
   

  	
  8.7(b)

  
	
  Permits

  	
   

  	
  1.2(a)(ii)

  
	
  Permitted Liens

  	
   

  	
  3.4(a)

  
	
  Person

  	
   

  	
  8.7(b)

  
	
  Post-Closing Tax
  Period

  	
   

  	
  8.7(b)

  
	
  Pre-Closing Tax
  Period

  	
   

  	
  8.7(b)

  
	
  Purchase Price

  	
   

  	
  1.1

  
	
  CE

  	
   

  	
  Preamble

  
	
  Records

  	
   

  	
  1.2(a)(iv)

  
	
  Releasees

  	
   

  	
  6.8

  
	
  Releasors

  	
   

  	
  6.8

  
	
  Security
  Interest

  	
   

  	
  6.2

  
	
  Seller

  	
   

  	
  Preamble

  
	
  Seller
  Disclosure Schedule

  	
   

  	
  Article III

  
	
  Selling
  Affiliate

  	
   

  	
  8.7(b)

  
	
  Shares

  	
   

  	
  1.1

  
	
  Straddle Period

  	
   

  	
  6.6(d)

  
	
  Subsidiary

  	
   

  	
  8.7(b)

  
	
  Systran

  	
   

  	
  6.2

  
	
  Tax

  	
   

  	
  8.7(b)

  
	
  Taxes

  	
   

  	
  8.7(b)

  
	
  Third Party
  Claim

  	
   

  	
  7.6

  



 



 23
 








 


	
  Term

  	
   

  	
  Section

  
	
  Trade Secrets

  	
   

  	
  8.7(b)

  
	
  Transfer Taxes

  	
   

  	
  1.3(a)(vi)

  
	
  Transferred
  Contracts

  	
   

  	
  1.2(a)(i)

  
	
  Transferred
  Other Rights

  	
   

  	
  1.2(a)(iii)

  
	
  Transferred
  Permits

  	
   

  	
  1.2(a)(ii)

  
	
  Transferred
  Records

  	
   

  	
  1.2(a)(iv)

  
	
  United States

  	
   

  	
  8.7(b)

  



 


SECTION 8.8         Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.


SECTION 8.9         Entire Agreement.  This Agreement contains the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersede all
prior agreements and understandings relating to such subject matter.  Neither party shall be liable or bound to any
other party in any manner by any representations, warranties or covenants
relating to such subject matter except as specifically set forth herein or in
the Seller Disclosure Schedule.


SECTION 8.10       Fees.  Each of Seller and CE hereby represents and
warrants to the other that no broker, finder or investment banker is entitled
to any brokerage, finder’s or other fee or commission in connection with the
Acquisition based upon arrangements made by or on behalf of Seller or CE, as
applicable.


SECTION 8.11       Severability.  If any provision of this Agreement (or any
portion thereof) or the application of any such provision (or any portion
thereof) to any person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof)
or the application of such provision to any other persons or
circumstances.


SECTION 8.12       Consent to Jurisdiction.  Each of CE and Seller irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the State
of Texas for the purposes of any suit,
action or other proceeding arising out of this Agreement or any
transaction contemplated hereby or thereby. 
Each of CE and Seller agrees to commence any such action, suit or
proceeding either in the United States District Court in the State of Texas or if
such suit, action or other proceeding may not be brought in such court for
jurisdictional reasons, in state court of the State of Texas.  Each of CE and Seller further agrees that
service of any process, summons, notice or document by U.S. registered mail to
such party’s respective address(es) set forth above shall be effective service
of process for any action, suit or proceeding in Texas with respect to any
matters to which it has submitted to jurisdiction in this
Section 8.12.  Each of CE and Seller
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby or thereby in (i) the state and federal
courts sitting in the State of Texas, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in



 24
 








any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.


SECTION 8.13       Waiver of Jury Trial.  Each party hereto hereby waives to the
fullest extent permitted by Applicable Law, any right it may have to a trial by
jury in respect of any litigation directly or indirectly arising out of, under
or in connection with this Agreement or any transaction contemplated hereby or
thereby.  Each party hereto
(a) certifies that no representative, agent or attorney of any other party
has represented, expressly or otherwise, that such other party would not, in
the event of litigation, seek to enforce that foregoing waiver and
(b) acknowledges that it and the other parties hereto have been induced to
enter into this Agreement by, among other things, the mutual waivers and
certifications in this Section 8.13.


SECTION 8.14       GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE,
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.



 25















IN WITNESS WHEREOF,
Seller and CE have duly executed this Agreement as of the date first written above.


	
  

  	
  CRDENTIA CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Matthew J. Cahillane

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  C. Michael Emery

  



 



 [Signature Page to the Asset Purchase Agreement]