Exhibit 10.1


 


SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT


 


This Second Amendment to Employment Agreement (the “Amendment”)
is made on November 8, 2005 by and between Crdentia Corp., a Delaware
corporation (the “Company”) and James D. Durham (“Employee”).


 


RECITALS


 


A.            The
Company (under its former name, Lifen, Inc.) and Employee entered into a
certain Employment Agreement dated August 14, 2002, which was amended by
that certain Amendment to Employment Agreement dated January 1, 2004
(collectively, the “Employment Agreement”).


 


B.            Each of
the Company and Employee desire to further amend and restate certain provisions
of the Employment Agreement.


 


In consideration of the foregoing and the promises and
covenants contained herein and other good and valuable consideration the
receipt of which is hereby acknowledged, the parties hereto agree as
follows.  Any capitalized terms not
otherwise defined herein shall have the meanings given such terms in the Employment
Agreement:


 


1.             Addition
of subsection E to Part Two, Section 4.  Part Two, Section 4 of the
Employment Agreement is hereby amended to add a subsection E which shall
read as follows:


 


“E.           In
the event that, during the term of this Agreement, the Company closes a sale
transaction which constitutes a “Change in Control” hereunder (such
transaction, a “Corporate Transaction”), Employee shall be entitled to receive
a bonus in the amount of one and one-half percent (1 1⁄2%) of the Total
Consideration actually paid to the Company’s stockholders in connection
therewith.  As used herein, the term “Total
Consideration” shall mean the aggregate consideration actually paid to the
stockholders of the Company in respect of capital stock of the Company owned by
such stockholders and shall not include “earn-out”, escrow, hold back or
similar contingent payments unless and until such amounts are actually paid to
the stockholders of the Company.  Such
payment(s) shall be made at the same time(s) and in the same form and
combination (whether in cash, securities or other property) as the form and
combination in which the Total Consideration is paid to the stockholders in
respect of their ownership of the Company’s capital stock.”


 


2.             Effect
of Amendment.  Except as expressly
amended, restated or consented to in this Amendment, the Employment Agreement
shall continue in full force and effect. 
In the event of any conflict between the terms of this Amendment and the
Employment Agreement, the terms of this Amendment shall govern and control.


 


3.             Governing
Law.  This Amendment shall be governed
by and construed in accordance with the laws of the State of Texas.


 





















 


4.             Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


5.             Severability.  If one or more provisions of this Amendment
are held to be unenforceable under applicable law, such provision shall be
excluded from this Amendment and the balance of the Amendment shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.


 


6.             Entire Agreement.  This
Amendment, together with the Employment Agreement and the agreements executed
pursuant hereto and thereto, constitutes the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first above written.


 


	
  COMPANY:

  
	
   

  
	
  CRDENTIA
  CORP. 

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Robert
  Kenneth

  	
   

  
	
   

  	
  Robert Kenneth 

  
	
   

  	
  Chairman of the
  Compensation Committee

  



 


 


	
  EMPLOYEE:

  
	
   

  
	
   

  
	
  /s/ James D.
  Durham

  	
   

  
	
  James D. Durham

  



 


 


SIGNATURE PAGE TO SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


 


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