Exhibit
10.1


SETTLEMENT AGREEMENT


This Settlement Agreement (the “Agreement”) is entered
into as of this 4th day of April 2007 (the “Effective Date”), by and between
Crdentia Corp., a Delaware corporation (“Crdentia”), John Kaiser, C. Fred
Toney, Thomas F. Herman, Robert J. Kenneth, William J. Nydam, MedCap Partners
L.P. and MedCap Offshore Partners, Ltd. (collectively, the “Crdentia Parties”),
on the one hand, and iVOW, Inc. (“iVOW”), John R. Lyon, Richard M. Gomberg,
George B. DeHuff, Scott R. Pancoast,  William
K. Dugdale,  C. Glen Dugdale, C. Glen
Dugdale Trust MB Dugdale Marital Trust UA 7/19/03, Dugdale Marital Trust FBO
William K. Dugdale, C. Glen Dugdale + Joan Dugdale JT Ten, Matthew J Yaahovian
Tr C.G . &  J.O. Dugdale Charitable
Remainder Trust UA 01/17/96, Beadenkopf/Dugdale Trust UA 2/10/56 FBO C. Glen
Dugdale, C. Glen Dugdale Tr Beadenkopf/Dugdale Trust UA 02/10/56, William K,
Dugdale Tr Beadenkopf/Dugdale Trust UA 02/10/56 and C. Glen Dugdale Tr Martha B
Dugdale Generation Skipping Trust UA 03/25/91 (collectively, the “iVOW Parties”),
on the other hand (with the Crdentia Parties and iVOW Parties collectively
referred to herein as the “Parties”).


WHEREAS, the Parties, entered into that certain Agreement
and Plan of Merger dated September 20, 2006 (collectively the “Merger Agreement”),
as amended on one occasion, pursuant to which a wholly-owned subsidiary of
Crdentia was to acquire iVOW and that certain Interim Management Agreement
dated September 20, 2006 (the “Management Agreement”); and


WHEREAS, the Parties desire to resolve and settle the
obligations of each of the Parties under the Merger Agreement and the
Management Agreement or obligations (if any) assumed or incurred in connection
with subsequent or related transactions and extinguish any claims by either of
the Parties; and


NOW, THEREFORE, in satisfaction in full of all of the Parties’
obligations under the Merger Agreement and the Management Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the Parties hereto, the Parties agree as follows:


1.             Consideration.   Crdentia shall make the following
payment in accordance with the following provisions:


(a)           Within
ten (10) business days hereof, Crdentia shall issue to iVOW, ONE MILLION FIVE
HUNDRED THOUSAND (1,500,000) shares of Common Stock (the “Shares”), par value
$0.001 per share, of Crdentia (the “Stock Consolidation”).  In addition, Crdentia shall cause all
security interests in iVow entered into during the period commencing on the
date of the Merger Agreement through the date hereof to be released.  The releases contemplated by this Agreement
shall not be effective until the consideration contemplated by this Section
1(a) has been paid.



 1
 









2.             Termination of
Agreements.   Each of Crdentia and iVOW hereby acknowledge and
agree that as the Effective Date each of the Merger Agreement and the
Management Agreement and all rights and obligations hereunder are terminated in
their entirety.


3.             Registration Rights.   Concurrently
with the execution of this Agreement, the Parties have entered into a
registration rights agreement attached hereto as Exhibit A (the “Registration
Rights Agreement”) with respect to the shares of Common Stock that comprises
the Stock Consideration.


4.             Mutual Release of Claims.


(a)           Each of the iVOW
Parties hereby agrees for the benefit of each of the Crdentia Parties,
and each current and former, officer, director, shareholder, agent,
representative, affiliate, joint venturer, employee, member, partner, attorney,
heir, assign, executor, spouse, administrator, insurer, predecessor and
successor, past and present, of Crdentia Parties (each such person being a “Released
Crdentia Party” and all such persons being “Released Crdentia Parties”), as
follows.  Each of the iVOW Parties, for
themselves and for their members, partners, officers, directors, assigns,
agents and successors, past and present, hereby agree and confirm that,
effective from and after the Effective Date, they hereby acknowledge full and
complete satisfaction of, and covenants not to sue, and forever fully release
and discharge each Released Crdentia Party of, and hold each Released Crdentia
Party harmless from, any and all rights, claims, warranties, demands, debts,
duties, obligations, liabilities fixed or contingent, costs, attorneys’ fees,
damages, expenses, suits, liens, losses and causes of action (“Claims”) of any
nature whatsoever belonging to the iVOW Parties, whether known or unknown,
suspected or unsuspected, existing or potential, arising or occurring any time
or period of time on or prior to the date of the execution of this Agreement
(including the future effects of such transactions, occurrences, conditions,
acts or omissions), including, without limitation, any Claims arising under or
in connection with the Merger Agreement or the Management Agreement, the
resignation of J.H. Cohn L.L.P as iVOW’s public accounting firm or any
transactions in iVOW or Crdentia stock. 
Each of the iVOW Parties acknowledge that they may hereafter discover facts
different from or in addition to those which they now know or believe to be
true with respect to all or any portion of the Claims, and each of the iVOW
Parties agrees that in such event, this release shall nonetheless be and remain
effective in all respects, notwithstanding such different or additional facts
or the discovery thereof.  For purposes
of clarity, the Crdentia Parties hereby release the iVOW Parties in respect of
any Claim that may arise in respect of any future iVOW financings.


(b)           Each of the
Crdentia Parties hereby agrees for the benefit of the iVOW Parties, and
each current and former, officer, director, shareholder, agent, representative,
affiliate, joint venturer, employee, partner, member, attorney, heir, assign,
executor, administrator, insurer, predecessor and successor, past and present,
of the iVOW Parties (each such person being a “Released iVOW Party” and all
such persons being “Released iVOW Parties”), as follows.  Each of the Crdentia Parties, for themselves
and for their 



 2
 









members, partners, officers,
directors, assigns, agents and successors, past and present, hereby agree and
confirm that, effective from and after the Effective Date, they hereby
acknowledge full and complete satisfaction of, and covenants not to sue, and
forever fully release and discharge each Released iVOW Party of, and hold each
belonging to the Crdentia Parties Released iVOW Party harmless from, any and
all Claims of any nature whatsoever, whether known or unknown, suspected or
unsuspected, existing or potential, arising or occurring any time or period of
time on or prior to the date of the execution of this Agreement (including the
future effects of such transactions, occurrences, conditions, acts or
omissions) .  Each of the Crdentia
Parties acknowledge that they may hereafter discover facts different from or in
addition to those which they now know or believe to be true with respect to all
or any portion of the Claims, and each of the Crdentia Parties agrees that in
such event, this release shall nonetheless be and remain effective in all
respects, notwithstanding such different or additional facts or the discovery
thereof.


(c)           The undersigned understand and agree that the Claims
released by the Parties pursuant to Sections 4(a) and (b) above include not only
those Claims presently known to iVOW Parties and the Crdentia Parties but also
include all unknown or unanticipated Claims, rights, demands, actions,
obligations, liabilities, and causes of action of every kind and character that
would otherwise come within the scope of the Claims as described above.  The iVOW Parties and the Crdentia Parties
understand that they may hereafter discover facts different from what they now
believe to be true, which if known, could have materially affected this Release
of Claims, but they nevertheless waive any Claims or rights based on different
or additional facts.  The iVOW Parties
and the Crdentia Parties knowingly and voluntarily waive any and all rights or
benefits that they may now have, or in the future may have, under the terms of
Section 1542 of the California Civil Code, which provides as follows:


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.”


5.             No Action or Charges.   Each
of the Parties acknowledges and agrees that it has no pending lawsuit,
administrative charge or complaint against the other or any of the other
releasees specified above, in any court or with any governmental agency.  Each of the Parties also agrees that, to the
extent permitted by law, such Party will not allow any lawsuit, administrative
charge or complaint to be pursued on its behalf.  Each of the Parties further agrees that it
will not participate, cooperate or assist in any litigation against any of the
releasees set forth above in any manner, except the extent required by
law.  If either of the Parties is
lawfully subpoenaed by a court in a manner relating to the matters released
above, it agrees to provide the other Party with written notice of such a
subpoena within five (5) days of receipt.


6.             No Assignment or
Transfer of Claims.   Each of the Parties represents and
warrants that it has not hereto for assigned, transferred or purported to
assign or transfer to any other person or entity any rights, Claims or causes
of actions herein 



 3
 









released and discharged and no other person or entity
has any interest in the matters here and released and discharged.  Furthermore, each of the Parties shall
indemnify and hold the other and all persons or entities released herein
harmless from and against any and all rights, Claims or causes of actions which
have been assigned or transferred contrary to the foregoing representations, or
in violation of all foregoing warranties, and shall hold such persons or entities
harmless from any and all loss, expense and/or liability arising directly or
indirectly out of the breach of any of the foregoing representations or
warranties.


7.             No Admission of
Liability.   This Agreement is a compromise in settlement of
disputed Claims being released herein, and therefore this Agreement does not
constitute an admission of liability on behalf of either of the Parties or any
of the releasees, are an admission, direct or by implication that either of the
Parties or any of the releasees has violated any law, rule, regulation, policy
or contractual right or other obligation owed to any Party.  Each of the Parties specifically denies all
allegations of improper or unlawful conduct. 
Each of the Parties intends merely to avoid litigation.  Each of the Parties further agrees that it
shall not issue any press release or make any public statement ascribing blame
or liability for the termination of the Merger Agreement or the termination of
the Management Agreement to any of the Released Crdentia Parties or to any of
the Released iVOW Parties.  Furthermore,
each of the Parties agrees that it will not make any public statement, except
as required by law, concerning this Settlement Agreement, the termination of the
Merger Agreement, or the termination of the Management Agreement without first
obtaining the prior written approval of such public statement from the other
Party, such written approval not to be unreasonably withheld.


8.             No External or Prior
Representations.   Each of the Parties represents and warrants
that such Parties are not relying, and has not relied, on any representations
or statements, verbal or written, made by any other party or any other
releasees hereto with regard to the facts involved in this controversy in
regard to any such Parties’ rights or asserted rights arising out of alleged
Claims or the execution and terms of this Agreement, except as provided
herein.  Each of the Parties has
consulted with an attorney regarding the terms of this Agreement and has
entered into this Agreement freely, willingly and without coercion or duress.


9.             Investment Representations.


(a)           This
Agreement is made in reliance upon iVOW’s representation to Crdentia, which by
their acceptance hereof iVOW hereby confirms, that the Stock Consideration to
be received by iVOW will be acquired for investment for its own account, not as
a nominee or agent, and not with a view to the sale or distribution of any part
thereof, and that iVOW has no present intention of selling, granting
participation in, or otherwise distributing the same.  iVOW also represents and warrants that it has
sufficient business and financial experience to enable it to protect its own
interests in connection with the issuance of the Stock Consideration hereunder.


(b)           iVOW
is an “accredited invester” as defined in Rule 501 under the Securities Act of
1933, as amended (the “Act”).  iVOW
believes that it has received all 



 4
 









the information it considers necessary or appropriate
for deciding whether to accept the Stock Consideration.  iVOW further represents that it has had an
opportunity to ask questions and receive answers from Crdentia regarding the
business, properties, prospects and financial condition of Crdentia.


(c)           iVOW
understands that the Stock Consideration it is accepting hereunder is characterized
as “restricted securities” under the federal securities laws inasmuch as it is
being acquired from Crdentia in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Act only in certain limited
circumstances.  In this connection, iVOW
represents that it is familiar with SEC Rule 144, as presently in effect, and
understand the resale limitations imposed thereby and by the Act.  iVOW understands that the Stock Consideration
has not been registered under the Act and has not been registered or qualified
in any state in which it is offered, and thus iVOW will not be able to resell
or otherwise transfer the Stock Consideration unless it is registered under the
Act, or qualified under applicable state securities laws, or an exemption from
such registration or qualification is available.


(d)           It
is understood that the certificate(s) evidencing the Stock consideration shall
bear the following legend:


“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.”


10.           Lock-Up.   In
order to induce Crdentia to include the Shares in a registration statement
pursuant to the terms of the Registration Rights Agreement between iVOW and
Crdentia of even date herewith, iVOW hereby agrees that subject to the
limitations below, for the period commencing on the Effective Date hereof and
terminating on the date 180 days following the date that the Securities and
Exchange Commission shall declare the registration statement which includes the
Shares to be effective under the Securities Act (such period the “Restricted
Period”), iVOW shall not, without the prior written consent of Crdentia, (1)
offer, pledge, announce the intention to sell, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of capital stock of Crdentia or any
securities convertible into or exercisable or exchangeable for capital stock of
Crdentia (including without limitation, Common Stock which may be deemed to be
beneficially owned by iVOW in accordance with the rules and regulations of the
Securities and Exchange Commission and securities which may be issued upon
exercise of a stock option or warrant) or (2) enter into any swap or other
agreement that transfers, in whole or in part, any of the economic consequences
of ownership of capital stock of Crdentia, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of capital 



 5
 









stock or such other securities, in cash or
otherwise.  In order to enable Crdentia
to enforce the aforesaid restrictions on transfer, the undersigned hereby
agrees that Crdentia may impose stock-transfer restrictions with respect to the
securities of Crdentia owned beneficially by iVOW until the end of the
Restricted Period; provided, however, that notwithstanding anything to the
contrary set forth herein, during the Restricted Period, iVOW shall be entitled
to dispose up to $375,000 of the Shares held by iVOW during each 90 day period
after the Effective Date.


11.           Binding.   This Agreement shall be binding
upon the Parties and their respective heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit of the
Parties and their respective heirs, administrators, representatives, executors,
successors and assigns.


12.           Severability.   If
any of the provisions in this Agreement are determined to be invalid by a
court, arbitrator, or government agency of competent jurisdiction, it is agreed
that such determination shall not effect the enforceability of the other
provisions herein.


13.           Counterparts.   This
Agreement may be executed in two or more counterparts, each of which shall be
an original, and all of which together shall constitute one and the same
agreement.


14.           Survival.   The
representations, warranties and covenants of the Parties hereto shall survive
the execution of this Agreement and the payment of the Settlement
Consideration.


15.           Entire Agreement;
Modification.   This Agreement constitutes the entire
understanding among the Parties and supersedes all prior or contemporaneous
written or oral statements, agreements, understandings and/or negotiations
regarding the subject matter herein. 
This Agreement may not be modified or amended in any way without the
express written consent of the Parties.


16.           Fees and Expenses.   Except
as set forth in the registration rights agreement, each Party shall bear its
own fees and expenses in connection with this Agreement.


17.           Governing Law.   This
Agreement is to be construed in accordance with and governed by the internal
laws of the State of Delaware without giving effect to any choice of law rule
that would cause the application of the laws of any jurisdiction other than the
internal laws of the State of Delaware to the rights and duties of the parties.
In addition, each of the parties hereto (a) irrevocably and unconditionally
consents to submit itself to the jurisdiction of the Court of Chancery of the
State of Delaware in the event any dispute arises out of this Agreement or the
transactions contemplated by this Agreement, (b) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, (c) agrees that it will not bring any action
relating to this Agreement or the transactions contemplated by this Agreement in
any court other than the Court of Chancery of the State of Delaware, and each
of the 



 6
 









parties irrevocably waives the right to trial by jury,
(d) waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action on the Court of Chancery
of the State of Delaware, and (e) each of the parties irrevocably consents to
service of process by first class certified mail, return receipt requested,
postage prepaid, to the address at which such party is to receive notice.


18.           Notices.   All
notices, requests, Claims, demands and other communications under this
Agreement shall be in writing and shall be deemed given (i) upon personal
delivery, (ii) one (1) Business Day after being sent via a nationally
recognized overnight courier service if overnight courier service is requested
or (ii) upon receipt of electronic or other confirmation of transmission
if sent via facsimile, or (iii) immediately if sent via email in each case at
the addresses, fax numbers or email addresses (or at such other address, fax
number or email address for a party as shall be specified by like notice) set
forth below:




	
  If to Parent, to:

  	
   

  
	
  Crdentia Corp.

  5001 LBJ Freeway, Suite 850

  Dallas, Texas 75244

  	
   

  
	
  Attention:

  	
   

  	
  Chief Executive Officer

  	
   

  
	
  Facsimile:

  	
   

  	
  972-392-2722

  	
   

  	 

	
  Email:

  	
   

  	
  jkaiser@crdentia.com

  	
   

  
	
  with copies to:

  	
   

  
	
  Morrison & Foerster
  LLP 

  12531 High Bluff Drive, Suite 100

  San Diego, California 92130

  	
   

  
	
  Attention:

  	
   

  	
  Steven G. Rowles, Esq.

  	
   

  
	
  Facsimile:

  	
   

  	
  858-523-2810

  	
   

  
	
  Email:

  	
   

  	
  srowles@mofo.com

  	
   

  
	
  If to the Company, to:

  	
   

  
	
  iVOW, Inc.

  11455 El Camino Real, Suite 140

  San Diego, California 92130

  	
   

  
	
  Attention:

  	
   

  	
  Richard Gomberg

  	
   

  
	
  Facsimile:

  	
   

  	
  858-674-6921

  	
   

  
	
  Email:

  	
   

  	
  rgomberg@ivow.com

  	
   

  






 



 7
 









 




	
  with copies to:

  	
   

  
	
  Heller Ehrman LLP

  4350 La Jolla Village Drive, 7th Floor

  San Diego, California 92122

  	
   

  
	
  Attention:

  	
   

  	
  Michael Kagnoff, Esq.

  	
   

  
	
  Facsimile:

  	
   

  	
  858-587-5929

  	
   

  
	
  Email:

  	
   

  	
  michael.kagnoff@hellerehrman.com

  	
   

  






 



 8















IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement as of the date first written above.


	
  

  	
   

  	
  CRDENTIA PARTIES

  
	
  

  	
   

  	
  CRDENTIA CORP.

  
	
   

  	
   

  	
  By:

  	
   /s/ John
  Kaiser

  
	
   

  	
   

  	
  Name:

  	
   John Kaiser

  
	
   

  	
   

  	
  Title:

  	
   CEO

  
	
  

  	
   

  	
  MEDCAP PARTNERS L.P.

  
	
   

  	
   

  	
  By:

  	
   /s/ C.
  Fred Toney

  
	
   

  	
   

  	
  Name:

  	
   C. Fred Toney

  
	
   

  	
   

  	
  Title:

  	
   Managing
  Member

  
	
  

  	
   

  	
  MEDCAP MASTER FUND,
  L.P.

  
	
   

  	
   

  	
  By:

  	
   /s/ C.
  Fred Toney

  
	
   

  	
   

  	
  Name:

  	
   C. Fred Toney

  
	
   

  	
   

  	
  Title:

  	
   Managing
  Member

  
	
   

  	
   

  	
  By:

  	
   /s/ C.
  Fred Toney

  
	
   

  	
   

  	
  Name:

  	
   C. Fred Toney

  
	
   

  	
   

  	
  By:

  	
   /s/ James
  TerBeest

  
	
   

  	
   

  	
  Name:

  	
   James
  TerBeest

  



 


[COUNTERPART
SIGNATURE PAGE TO CRDENTIA/IVOW SETTLEMENT AGREEMENT]



 9
 









 


	
  

  	
   

  	
  By:

  	
   /s/ Thomas F. Herman

  
	
   

  	
   

  	
  Name:

  	
   Thomas F.
  Herman

  
	
   

  	
   

  	
  By:

  	
   /s/ Robert
  J. Kenneth

  
	
   

  	
   

  	
  Name:

  	
   C. Robert J.
  Kenneth

  
	
   

  	
   

  	
  By:

  	
   /s/ William
  J. Nydam

  
	
   

  	
   

  	
  Name:

  	
   William J.
  Nydam

  
	
   

  	
   

  	
  By:

  	
   /s/ John
  Kaiser

  
	
   

  	
   

  	
  Name:

  	
   John Kaiser

  



 



 10
 









 


	
  

  	
   

  	
  iVOW PARTIES

  
	
  

  	
   

  	
  iVOW, INC.

  
	
   

  	
   

  	
  By:

  	
  /s/ John R. Lyon

  
	
   

  	
   

  	
   

  	
  John R. Lyon

  
	
   

  	
   

  	
   

  	
  Chairman of the Board, Acting CEO

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard M. Gomberg

  
	
   

  	
   

  	
   

  	
  Richard M. Gomberg

  
	
   

  	
   

  	
   

  	
  Vice President, CFO

  
	
   

  	
   

  	
  By:

  	
  /s/ George B. DeHuff

  
	
   

  	
   

  	
   

  	
  George B. DeHuff

  
	
   

  	
   

  	
   

  	
  Board of Director

  
	
   

  	
   

  	
  By:

  	
  /s/ Scott R. Pancoast

  
	
   

  	
   

  	
   

  	
  Scott R. Pancoast

  
	
   

  	
   

  	
   

  	
  Board of Director

  
	
   

  	
   

  	
  By:

  	
  /s/ William K. Dugdale

  
	
   

  	
   

  	
   

  	
  William K. Dugdale

  
	
   

  	
   

  	
   

  	
  Shareholder

  
	
   

  	
   

  	
  By:

  	
  /s/ C. Glen Dugdale

  
	
   

  	
   

  	
   

  	
  C. Glen Dugdale

  
	
   

  	
   

  	
   

  	
  Shareholder

  
	
   

  	
   

  	
  By:

  	
  /s/ C. Glen Dugdale

  
	
   

  	
   

  	
   

  	
  C. Glen Dugdale Trust MB Dugdale

  Marital Trust UA 07/19/03

  
	
   

  	
   

  	
   

  	
  Shareholder

  



 



 11
 









 


	
  

  	
   

  	
  By:

  	
  /s/ William
  K. Dugdale

  
	
   

  	
   

  	
   

  	
  Dugdale Marital Trust FBO William K. Dugdale

  
	
   

  	
   

  	
   

  	
  Shareholder

  
	
   

  	
   

  	
  By:

  	
  /s/ C. Glen Dugdale

  
	
   

  	
   

  	
   

  	
  Glen Dugdale + Joan Dugdale JT Ten

  
	
   

  	
   

  	
   

  	
  Shareholder

  
	
   

  	
   

  	
  By:

  	
  /s/ Matthew J Yaahovian

  
	
   

  	
   

  	
   

  	
  Matthew J Yaahovian Tr C.G .& J.O. 

  Dugdale Charitable Remainder Trust 

  UA 01/17/96

  
	
   

  	
   

  	
   

  	
  Shareholder

  
	
   

  	
   

  	
  By:

  	
  /s/ C. Glen Dugdale

  
	
   

  	
   

  	
   

  	
  Beadenkopf/Dugdale Trust UA 

  2/10/56 FBO C. Glen Dugdale

  
	
   

  	
   

  	
   

  	
  Shareholder

  
	
   

  	
   

  	
  By:

  	
  /s/ C. Glen Dugdale

  
	
   

  	
   

  	
   

  	
  C. Glen Dugdale Tr 

  Beadenkopf/Dugdale Trust UA 

  02/10/56

  
	
   

  	
   

  	
   

  	
  Shareholder

  
	
   

  	
   

  	
  By:

  	
  /s/ William K, Dugdale

  
	
   

  	
   

  	
   

  	
  William K, Dugdale Tr 

  Beadenkopf/Dugdale Trust UA 

  02/10/56

  
	
   

  	
   

  	
   

  	
  Shareholder

  



 



 12
 









 


	
  

  	
   

  	
  By:

  	
  /s/ C. Glen
  Dugdale

  
	
   

  	
   

  	
   

  	
  C. Glen Dugdale Tr Martha B 

  Dugdale Generation Skipping Trust 

  UA 03/25/91

  
	
   

  	
   

  	
   

  	
  Shareholder

  



 


 



 13















EXHIBIT A


REGISTRATION RIGHTS AGREEMENT



 A-1