PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 31, 2007)

Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-145837

7,440,141 Shares

Common Stock

This Prospectus Supplement No. 1 supplements our Prospectus dated August 31, 2007 (which was contained in our Registration Statement on Form S-1 (File No. 333-145837)) with the following attached documents:

A

Current Report on Form 8-K dated September 14, 2007.

 

The attached information modifies and supersedes, in part, the information in the Prospectus.  This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus, as previously supplemented, which is required to be delivered with this Prospectus Supplement.

Our common stock is quoted on the OTC Bulletin Board under the symbol “CRDT.”  On September 21, 2007 the last reported sale price of our common stock on the OTC Bulletin Board was $0.25 per share.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 7 of our Annual Report on Form 10-K for the year ended December 31, 2006, which is incorporated by reference into the Prospectus, before deciding to invest in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 1 is September 25, 2007

INDEX TO FILINGS

		Annex
Current Report on Form 8-K dated September 14, 2007		A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2007

CRDENTIA CORP.

(Exact name of registrant as specified in its charter)

 

5001 LBJ Freeway, Suite 850

Dallas, Texas 75244

(Address of Principal Executive Offices) (Zip Code)

(972) 850-0780

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry into a Material Definitive Agreement.

On September 14, 2007, Crdentia Corp. (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Travmed USA, Inc. (“Travmed”), Robert Litton and Steve Williams (collectively, the “Travmed Parties”).  The Settlement Agreement terminated and released all parties from any and all claims asserted by all of the parties in the following actions: (i) the lawsuit originally styled Crdentia Corp., CRDE Corp. and Travmed USA, Inc. v. Robert Litton and Steve Williams, which was Cause No. 06-00992 in the 193rd Judicial District Court, Dallas County, Texas, and which was subsequently removed to the U.S. District Court for the Northern District of Texas, Dallas Division, and assigned Civil Action Number 3:06-CV-1182-R, (ii) the lawsuit originally styled Travmed, USA, Inc. v. Crdentia Corp., which was Cause No. 06 CVS 9921, and which was filed in the General Court of Justice, Superior Court Division of Mecklenburg County North Carolina (the “First NC Lawsuit”), and (iii) the lawsuit originally styled Crdentia Corporation v. Travmed USA, Inc., Sonia M. Harvey, Jennifer A. Barnette, Kelley Goulla and Steven G. Giesler, which was Cause No. 06 CVS 10480, and which was filed in the General Court of Justice, Superior Court Division of Mecklenburg County North Carolina (the “Second NC Lawsuit”) (the First NC Lawsuit and the Second NC Lawsuit were ultimately transferred and consolidated into Cause No. 06 CVS 9921 before the North Carolina Business Court) (collectively, the “Litigation”).

Pursuant to the terms of the Settlement Agreement, the Travmed Parties agreed: (i) to release all claims, known or unknown, related to or arising out of the Litigation, (ii) to indemnify the Company from and against all matters or obligations related to certain creditors expressly identified in the Settlement Agreement and (iii) that the Company shall not have any responsibility to indemnify or defend the Travmed Parties from any claims, demands or causes of action arising from any acts or omissions occurring, in whole or in part, during the time period from March 28, 2005 to May 8, 2006.  Also, pursuant to the terms of the Settlement Agreement, we agreed to pay Robert Litton and Steve Williams the sum of $275,000.00.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by the Settlement Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
10.1		Settlement Agreement, by and between the Company, Travmed, Robert Litton and Steve Williams, dated as of September 14, 2007.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CRDENTIA CORP.
September 19, 2007	By:	/s/ James J. TerBeest
		James J. TerBeest
		Chief Financial Officer

 

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EXHIBIT INDEX

Exhibit Number		Description
Exhibit 10.1		Settlement Agreement, by and between the Company, Travmed, Robert Litton and Steve Williams, dated as of September 14, 2007.

 

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Exhibit 10.1

IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

CRDENTIA CORP. AND CRDE CORP.,		§
		§
		§
	Plaintiffs,	§
		§
V.		§	CIVIL ACTION NO. 3:06:CV-1182-R
		§
ROBERT LITTON AND STEVE		§	ECF
WILLIAMS,		§
		§
	Defendants.	§

 

COMPLETE SETTLEMENT AGREEMENT

This Complete Settlement Agreement (“AGREEMENT”) is made between CRDENTIA CORP. (“CRDENTIA”) and CRDE CORP. (“CRDE”) (CRDENTIA and CRDE are also collectively referred to as “CRD”), and ROBERT LITTON (“LITTON”), STEVE WILLIAMS (“WILLIAMS”) and TRAVMED USA, INC. (“TRAVMED”) (LITTON, WILLIAMS and TRAVMED are also collectively referred to as “TRM”), and is joined by MEDCAP PARTNERS, L.P. (“MEDCAP”) for the limited purposes set forth herein (the foregoing are collectively referred to herein as the “PARTIES” or singularly as a “PARTY”), and is effective on the date signed by the last signatory hereto  (“EFFECTIVE DATE”) as follows:

WHEREAS, to avoid the expense and burden of continuing litigation, and without admitting or acknowledging any liability, CRD and TRM wish to effect a complete resolution and settlement, and freely and voluntarily enter into this AGREEMENT for that purpose; and

SETTLEMENT AGREEMENT

584725v8 (41420.00024)

Initials: CRDENTIA      CRDE      TRAVMED      LITTON      WILLIAMS

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WHEREAS, CRD and TRM have agreed to a compromise and settlement of any and all claims asserted by all of the PARTIES in the following lawsuits:

1.                                       The lawsuit originally styled CRDENTIA CORP., CRDE CORP. and TRAVMED USA, INC. v. ROBERT LITTON and STEVE WILLIAMS, which was Cause No. 06-00992 in the 193rd Judicial District Court, Dallas County, Texas, and which was subsequently removed to the United States District Court for the Northern District of Texas, Dallas Division, and assigned Civil Action Number 3:06-CV-1182-R (the “TEXAS LITIGATION”);

2.                                       The lawsuit originally styled TRAVMED, USA, INC. v. CRDENTIA CORP., which was Cause No. 06 CVS 9921, and which was filed in the General Court of Justice, Superior Court Division of Mecklenburg County North Carolina (the “FIRST NC LAWSUIT”); and

3.                                       The lawsuit originally styled CRDENTIA CORPORATION v. TRAVMED USA, INC., SONIA M. HARVEY, JENNIFER A. BARNETTE, KELLEY GOULLA, and STEVEN G. GIESLER, which was Cause No. 06 CVS 10480, and which was filed in the General Court of Justice, Superior Court Division of Mecklenburg County North Carolina (the “SECOND NC LAWSUIT”); and

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WHEREAS, the FIRST NC LAWSUIT and the SECOND NC LAWSUIT have been transferred and consolidated into Cause No. 06 CVS 9921, which is currently pending before the North Carolina Business Court (the “NC LITIGATION”); and

WHEREAS, the Parties desire to finally and forever compromise and to settle all the claims and liabilities related to the TEXAS LITIGATION and the NC LITIGATION and any and all other claims or matters between them as of the EFFECTIVE DATE;

NOW THEREFORE, in consideration of the mutual promises and undertakings stated in this AGREEMENT, the Parties agree as follows:

1.                                       Payment to LITTON and WILLIAMS.  As a condition precedent to the agreements made by LITTON, WILLIAMS and TRAVMED in this AGREEMENT, CRD shall pay to LITTON and WILLIAMS the sum of TWO HUNDRED and SEVENTY-FIVE THOUSAND DOLLARS and NO CENTS ($275,000.00) (the “PRINCIPAL AMOUNT”) as additional consideration to resolve the claims raised in the TEXAS LITIGATION.  CRD shall deliver a cashier’s check made payable to “Jenkins & Watkins, P.C. Trust Account” to counsel for TRM in the full amount of the PRINCIPAL AMOUNT on or before September 27, 2007.

2.                                       Transfer of Certain Property.  As additional consideration to resolve the claims raised in the NC LITIGATION, CRD shall deliver to TRAVMED the following documents and tangible things within seven (7) days of the execution of this AGREEMENT by TRM:

(a)                                  The original contract between TRAVMED and the Department of Veterans Affairs.

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(b)                                 The tangible items that are listed on EXHIBIT “A” attached hereto.

(c)                                  Whatever financial information that may be reasonably necessary in order for TRAVMED to file its 2006 tax returns for the period of May 9, 2006 to December 31, 2006.

(d)                                 A copy of the backup of the original TRAVMED server array [believed to be referenced as TRAV-SERV01RAID5] that was made on or about June 23, 2006, which comprises of a copy of what existed as of March 28, 2005.

In the event that TRAVMED reasonably requires additional financial information pertaining to TRAVMED in connection with an IRS audit, CRD agrees to reasonably cooperate with TRAVMED by complying with reasonable requests for additional information.

3.                                       CRD’s Release.  In consideration for the mutual agreements contained herein, CRDENTIA and CRDE, on behalf of themselves and their past, current or future subsidiaries, related entities, assigns, officers, directors, agents, servants, attorneys, insurers, employees, consultants, trustees, heirs and the like, (collectively, the “CRD RELEASING PARTIES”) hereby agree to and do hereby forever generally release and discharge LITTON, WILLIAMS, TRAVMED and their past, current or future subsidiaries, related entities, assigns, officers, directors, agents, servants, attorneys, insurers, employees, consultants, trustees, heirs and the like, (collectively, the “TRM RELEASED PARTIES”) of and from any and all rights, claims, demands, actions and causes of action, whether known or unknown, suspected or unsuspected, which the CRD RELEASING PARTIES have, may have or may claim to have, against the TRM RELEASED PARTIES, arising out of any act, omission, or event occurring prior to or contemporaneously with the execution of this Agreement, from the beginning of time through the EFFECTIVE DATE of this AGREEMENT, including,

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without limitation, those matters which were asserted or which might have been asserted in the TEXAS LITIGATION, or the NC LITIGATION, including, without limitation, any claims for breach of contract, any claims based on tort or any claims in equity; and any other statutory, regulatory or common law causes of action.  The CRD RELEASING PARTIES hereby release the TRM RELEASED PARTIES from any liability, past or present, including, without limitation, any and all claims for damages including all claims for actual, compensatory, statutory, punitive, treble, or exemplary damages, costs and expenses, or attorneys’ fees which any of the CRD RELEASING PARTIES, has, may have, or may claim to have, against any of the TRM RELEASED PARTIES, from the beginning of time through the EFFECTIVE DATE of this AGREEMENT.  The CRD RELEASING PARTIES expressly intend that this release to reach to the maximum extent permitted by law, provided however, that the CRD RELEASING PARTIES do not hereby waive, relinquish or release any rights arising out of this AGREEMENT.

4.                                       TRM’s Release.  In consideration for the mutual agreements contained herein, LITTON, WILLIAMS and TRAVMED, on behalf of themselves and their past, current or future subsidiaries, related entities, assigns, officers, directors, agents, servants, attorneys, insurers, employees, consultants, trustees, heirs and the like, (collectively, the “TRM RELEASING PARTIES”) hereby agree to and do hereby forever generally release and discharge CRDENTIA, CRDE and their past, current or future subsidiaries, related entities, assigns, officers, directors, agents, servants, attorneys, insurers, employees, consultants, trustees, heirs and the like, including but not limited to James D. Durham (collectively, the “CRD RELEASED PARTIES”), of and from any and all rights, claims, demands, actions and causes of action, whether known or unknown, suspected or unsuspected, which

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the TRM RELEASING PARTIES have, may have or may claim to have, against the CRD RELEASED PARTIES, arising out of any act, omission, or event occurring prior to or contemporaneously with the execution of this Agreement, from the beginning of time through the EFFECTIVE DATE of this AGREEMENT, including, without limitation, those matters which were asserted or which might have been asserted in the TEXAS LITIGATION or the NC LITIGATION, including, without limitation, any claims for breach of contract, any claims based on tort or any claims in equity; and any other statutory, regulatory or common law causes of action.  The TRM RELEASING PARTIES hereby release the CRD RELEASED PARTIES from any liability, past or present, including, without limitation, any and all claims for damages including all claims for actual, compensatory, statutory, punitive, treble, or exemplary damages, costs and expenses, or attorneys’ fees which any of the TRM RELEASING PARTIES, has, may have, or may claim to have, against any of the CRD RELEASED PARTIES, from the beginning of time through the EFFECTIVE DATE of this AGREEMENT.  The TRM RELEASING PARTIES expressly intend that this release to reach to the maximum extent permitted by law, provided however, that the TRM RELEASING PARTIES do not hereby waive, relinquish or release any rights arising out of this AGREEMENT.

5.                                       Representations.  The PARTIES understand that each of the representations and commitments by them in this Agreement is essential and material to each of the PARTIES and that the consideration referenced herein would not have been given but for each of these representations and commitments by each of them.

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6.                                     Obligations to Creditors and Indemnity.  TRAVMED will indemnify, defend, and hold CRD harmless against and from all matters or obligations listed on the schedules attached hereto as EXHIBIT “B.”  In the event that any person or entity presents a claim or demand to CRD regarding any matter or obligation listed on the schedules attached hereto as Exhibit “B,” CRD shall promptly provide written notice of such claim or demand to TRAVMED, along with all information reasonably available to CRD regarding such claim or demand.  Thereafter, TRAVMED will have an obligation to attempt to resolve such claim or demand and/or to defend such claim or demand if no resolution is accomplished by TRAVMED.  Further, TRAVMED’s maximum obligation to indemnify (but not to defend) CRD regarding each matter or obligation listed on the schedules attached hereto as Exhibit “B” shall be limited to the amount of each matter or obligation listed on the schedules attached hereto as Exhibit “B.”  Nothing in this AGREEMENT shall be interpreted or construed as an admission by any PARTY of liability or responsibility for any matter or obligation not listed on the schedules attached hereto as Exhibit “B.”

7.                                       Notices.  All notices and other communications hereunder shall be communicated to the PARTIES in writing and shall be hand-delivered or mailed by registered or certified mail, postage prepaid, with return receipt requested.  Hand-delivered notices shall be deemed communicated when received.  Mailed notices shall be deemed communicated upon the earlier of: (i) the date of receipt, or (ii) three (3) full business days after mailing if mailed to the following respective addresses:

TO LITTON:

Robert Litton 1815 Coffey Point Dr., Ste. 100 Charlotte, NC 28217

 

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WITH A COPY TO:	Kevin Robinowitz Jenkins & Watkins, A Professional Corporation 2515 McKinney Avenue, Suite 800 Dallas, Texas  75201
TO WILLIAMS:	Steve Williams 1815 Coffey Point Dr., Ste. 100 Charlotte, NC 28217
WITH A COPY TO:	Kevin Robinowitz Jenkins & Watkins, A Professional Corporation 2515 McKinney Avenue, Suite 800 Dallas, Texas  75201
TO TRAVMED:	Travmed USA, Inc. Attn: Mr. Robert Litton 1815 Coffey Point Dr., Ste. 100 Charlotte, NC 28217
WITH A COPY TO:	Kevin Robinowitz Jenkins & Watkins, A Professional Corporation 2515 McKinney Avenue, Suite 800 Dallas, Texas  75201
TO CRDENTIA:	Crdentia Corp. Attention: Mr. John Kaiser Chief Executive Officer and Mr. James J. TerBeest Chief Financial Officer 5001 LBJ Freeway Suite 850 Dallas, Texas 75244
WITH A COPY TO:	Boyd A. Mouse Kane Russell Coleman & Logan P.C. 3700 Thanksgiving Tower 1601 Elm Street Dallas, Texas  75201

 

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TO CRDE Corp.:	CRDE Corp. Attention: Mr. John Kaiser Chief Executive Officer and Mr. James J. TerBeest Chief Financial Officer 5001 LBJ Freeway Suite 850 Dallas, Texas 75244
WITH A COPY TO:	Boyd A. Mouse Kane Russell Coleman & Logan P.C. 3700 Thanksgiving Tower 1601 Elm Street Dallas, Texas  75201
TO MEDCAP:	C. Fred Toney MedCap Partners, L.P. 500 Third Street, Suite 535 San Francisco, CA 94107

 

Any PARTY may change an address for notices by giving written notice to the other PARTIES.

8.                                       Additional Representations and Indemnification Agreement by MEDCAP  To induce LITTON, WILLIAMS and TRAVMED to enter into this AGREEMENT, MEDCAP represents and affirms as follows: (1) On or about April 18, 2006, CRDENTIA, CRDE, TRAVMED, and certain other entities owned or controlled by CRDENTIA issued a promissory note in the principal amount of One Million, Four Hundred and Ten Thousand Dollars ($1,410,000.00) made payable to Staff Search, Ltd. (the “STAFF SEARCH NOTE”); (2)  MEDCAP purchased the STAFF SEARCH NOTE; (3) During the time that MEDCAP was the sole owner of the STAFF SEARCH NOTE and all legal rights arising therefrom, MEDCAP released TRAVMED from all obligations under the

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STAFF SEARCH NOTE; and (4) During the time that MEDCAP was the sole owner of the STAFF SEARCH NOTE and all legal rights arising therefrom, MEDCAP removed TRAVMED from the STAFF SEARCH NOTE by eliminating any reference to TRAVMED from the STAFF SEARCH NOTE and by striking out TRAVMED’s signature from the STAFF SEARCH NOTE.

To further induce LITTON, WILLIAMS and TRAVMED to enter into this AGREEMENT, CRD warrants and represents that the STAFF SEARCH NOTE is the only promissory note (other than any promissory notes or indebtedness with Bridge Healthcare Finance, LLC or its related entities, from which TRAVMED has been released) that was entered into, undertaken or made by TRAVMED from March 28, 2005 through May 9, 2006.

To further induce LITTON, WILLIAMS and TRAVMED to enter into this AGREEMENT, MEDCAP promises that, should either CRDENTIA or CRDE file a voluntary petition in bankruptcy or have an involuntary petition in bankruptcy filed against it within 100 days of the day on which CRD delivers payment of the PRINCIPAL AMOUNT to TRM’s attorney, MEDCAP will indemnify, defend, and hold LITTON, WILLIAMS and TRAVMED harmless against and from any and all preference claims that may be brought against LITTON, WILLIAMS or TRAVMED as a result of the payment of the PRINCIPAL AMOUNT.  In the event that any person or entity presents a claim or demand to LITTON, WILLIAMS or TRAVMED regarding such preference claim, TRM shall promptly provide written notice of such claim or demand to MEDCAP, along with all information reasonably available to TRM regarding such claim or demand.  Thereafter, MEDCAP will have an obligation to attempt to resolve such claim or demand and/or to defend such claim or demand if no

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resolution is accomplished by MECDAP.  Further, MEDCAP’s maximum obligation to indemnify (but not to defend) LITTON, WILLIAMS or TRAVMED shall be limited to the PRINCIPAL AMOUNT.

To induce CRD and MEDCAP to enter into this AGREEMENT, LITTON, WILLIAMS and TRAVMED covenant and agree that they have not and shall not take any action whatsoever, directly or indirectly, to encourage, solicit, assist, induce, or in any way aid any other person or entity in the filing of any petition in bankruptcy against CRDENTIA and/or CRDE.  In the event that LITTON, WILLIAMS or TRAVMED breach or have breached the foregoing covenant, then MEDCAP shall be excused and/or relieved of any obligation to indemnify, defend, and hold LITTON, WILLIAMS and TRAVMED harmless against and from any and all preference claims that may be brought against LITTON, WILLIAMS or TRAVMED as a result of the payment of the PRINCIPAL AMOUNT.

9.                                       Letter to Bridge Healthcare Finance, LLC and Bridge Opportunity Finance, LLC.  Concurrently with the execution of this AGREEMENT, the PARTIES shall execute the letter in the form attached hereto as EXHIBIT “C”, which will authorize and request Bridge Healthcare Finance, LLC and Bridge Opportunity Finance, LLC (collectively, “BRIDGE”) to release to CRD all monies held by BRIDGE as a result of the PARTIES’ disputes.  CRD represents and warrants that the amount of money being held by BRIDGE is less than $25,000.  CRD represents and warrants that all monies held by BRIDGE as a result of the PARTIES’ disputes and being released pursuant to the letter attached as EXHIBIT “C” are being held by Bridge solely to pay its anticipated attorney’s

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fees expended on matters related the PARTIES’ disputes.  The PARTIES shall take whatever additional reasonable actions, if any, that Bridge may request to accomplish the release of the foregoing funds to CRD.

10.                                 No Indemnity for Medical Malpractice and Workman’s Compensation Liability Claims.  LITTON, WILLIAMS and TRAVMED agree that CRDENTIA and CRDE shall not have any responsibility to indemnify, defend or hold them harmless from any claims, demands and causes of action asserted against LITTON, WILLIAMS, or TRAVMED arising from any acts or omissions occurring, in whole or in part, during the time period from March 28, 2005 to May 8, 2006, including but not limited to (1) any incident involving a patient that occurred in whole or in part during the period from March 28, 2005 to May 8, 2006, or (2) any on-the-job injury sustained in whole or in part by a TRAVMED nurse or employee during the period from March 28, 2005 to May 8, 2006.  CRDENTIA and CRDE agree that LITTON, WILLIAMS and TRAVMED shall not have any responsibility to indemnify, defend or hold them harmless from any claims, demands and causes of action asserted against CRDENTIA or CRDE arising from any acts or omissions occurring, in whole or in part, during the time period from March 28, 2005 to May 8, 2006, including but not limited to (1) any incident involving a patient that occurred in whole or in part during the period from March 28, 2005 to May 8, 2006, or (2) any on-the-job injury sustained in whole or in part by a TRAVMED nurse or employee during the period from March 28, 2005 to May 8, 2006.  Nothing in this AGREEMENT shall be interpreted or construed as an admission by any PARTY of liability or responsibility for any such claims.

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11.                                 Additional Representations by LITTON and WILLIAMS.  LITTON and WILLIAMS each represent and warrant to CRD that they are the sole shareholders of TRAVMED as of the EFFECTIVE DATE.

12.                                 Advice of Counsel.  In executing this AGREEMENT, each of the PARTIES acknowledges that they have either consulted with counsel of their choice or have had sufficient opportunity to consult with counsel of their choice; and, that they have executed this AGREEMENT freely and voluntarily, after independent investigation, and without fraud, duress or undue influence. The PARTIES further acknowledge and agree that they have had a reasonable period of time for deliberation before executing this AGREEMENT.

13.                                 Applicable Law.  This AGREEMENT shall be exclusively enforceable in Dallas County, Texas, and a Court of proper jurisdiction located in Dallas County, Texas shall be exclusive venue for any lawsuit regarding this AGREEMENT.  This AGREEMENT shall be interpreted by, governed by, and enforced under the laws of the State of Texas, and is performable exclusively in Dallas County, Texas.

14.                                 Amendments. This AGREEMENT constitutes the entire understanding between the PARTIES.  This AGREEMENT replaces and supersedes any previous agreements between LITTON and CRDENTIA, between LITTON and CRDE, between WILLIAMS and CRDENTIA, between WILLIAMS and CRDE, between TRAVMED and CRDENTIA, between TRAVMED and CRDE, as well as any other agreement between LITTON, WILLIAMS and/or TRAVMED and any entity owned or controlled, whether directly or indirectly, by CRDENTIA, as well as any other agreement between CRDENTIA, CRDE, and any entity owned or controlled, whether directly or indirectly, by

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LITTON, WILLIAMS and/or TRAVMED.  No subsequent amendments to this AGREEMENT or other promises or agreements shall be binding unless they are in writing and signed by an officer or person authorized to bind the party against whom the enforcement of such amendments, promises or agreements is sought.  In the event any portion of this AGREEMENT is deemed unenforceable, void, voidable, or of no force and effect, no other portion will be thereby affected, and the remainder of this AGREEMENT will continue in full force and effect.  The AGREEMENT may be executed in multiple originals each of which shall be construed as an original.

15.                                 Dismissal of the TEXAS LITIGATION and the NC LITIGATION.  The PARTIES shall dismiss the TEXAS LITIGATION, the FIRST NC LAWSUIT, the SECOND NC LAWSUIT, and the NC LITIGATION in their entirety, with prejudice to the refilling of same.  The PARTIES hereby authorize their respective counsel to dismiss the TEXAS LITIGATION, the FIRST NC LAWSUIT, the SECOND NC LAWSUIT, and the NC LITIGATION in their entirety, with prejudice to the refilling of same, with each party to bear its own costs and fees.  The PARTIES also authorize their respective counsel to file whatever papers are necessary to accomplish the return of any bonds or other monies deposited with a court to the PARTY that deposited the same.

16.                                 No Assignment/Indemnity.  The CRD RELEASING PARTIES hereby represent and warrant that they have not assigned or otherwise transferred to any other person or entity any interest in any claim, demand, action and/or cause of action they have, or may have, or may claim to have against any of the TRM RELEASED PARTIES.  CRD agrees to indemnify and hold harmless each and every one of the TRM RELEASED PARTIES from any and all injuries, harm, damages, costs,

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losses, expenses and/or liability including reasonable attorneys’ fees and court costs, incurred as a result of any claims or demands which may hereafter be asserted against any of the TRM RELEASED PARTIES by, through, or by virtue of an assignment or other transfer by the CRD RELEASING PARTIES or any assignee of the CRD RELEASING PARTIES.  The CRD RELEASING PARTIES represent and warrant that they have made no assignment for the benefit of creditors and that they have not filed any bankruptcy proceeding, nor had any bankruptcy proceeding pending to their knowledge, since January 1, 2005.  The TRM RELEASING PARTIES hereby represent and warrant that they have not assigned or otherwise transferred to any other person or entity any interest in any claim, demand, action and/or cause of action they have, or may have, or may claim to have against any of the CRD RELEASED PARTIES.  TRM agrees to indemnify and hold harmless each and every one of the CRD RELEASED PARTIES from any and all injuries, harm, damages, costs, losses, expenses and/or liability including reasonable attorneys’ fees and court costs, incurred as a result of any claims or demands which may hereafter be asserted against any of the CRD RELEASED PARTIES by, through, or by virtue of an assignment or other transfer by the TRM RELEASING PARTIES or any assignee of the TRM RELEASING PARTIES.  The TRM RELEASING PARTIES represent and warrant that they have made no assignment for the benefit of creditors and that they have not filed any bankruptcy proceeding, nor had any bankruptcy proceeding pending to their knowledge, since January 1, 2005.

17.                                 Multiple Counterparts.  The AGREEMENT may be executed in multiple originals each of which shall be construed as an original.

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18.                                 Warranty of Authority.  Each of the signatories hereto represents and warrants that he or she is competent to execute this AGREEMENT and has full authority to bind the PARTY represented.

19.                                 No Waiver.  The waiver by any PARTY hereto of any provision of this AGREEMENT shall not operate or be construed as a waiver of any subsequent breach by any PARTY, nor shall any waiver operate or be construed as a rescission of this AGREEMENT.

20.                                 Section Captions.  Any section captions which may appear on this document are not part of this AGREEMENT and shall not be used in construing its terms.

21.                                 Facsimile Signatures.  A signature by facsimile shall be as binding as an original signature.

22.                                 Construction of Agreement.  Each PARTY has participated equally in the formation and drafting of this AGREEMENT.  Any ambiguity herein shall not be construed against any PARTY as the drafter of this AGREEMENT.

23.                                 Voluntary Agreement.  The PARTIES further declare that, upon execution of this AGREEMENT, the terms of such AGREEMENT have been completely read, are fully understood, and are voluntarily accepted, after complete consideration of all facts and their legal rights, of which each has had the opportunity to be fully advised by counsel for the purpose of making a full and final compromise, adjustment, and settlement of the claims released herein.

24.                                 Costs.  The PARTIES agree that each of the PARTIES shall bear the costs of court and attorney’s fees that have been incurred by that PARTY, and that no PARTY shall be entitled to any further award of costs or fees.

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25.                                 Release of contracts with and claims against TRAVMED employees.  CRDENTIA and CRDE hereby release each individual actually employed by TRAVMED at any time from May 9, 2006 through the EFFECTIVE DATE of this AGREEMENT from any obligation, claim or liability contained in any contract or agreement entered into between such individual and CRDENTIA, CRDE, or any other entity owned or controlled by CRDENTIA or CRDE.  Notwithstanding the foregoing, CRD is not releasing any of the foregoing individuals from any statutory or common law duties regarding trade secrets or confidential or proprietary information.

26.                                 Return of Payments made by Third Parties.  In the event that CRDENTIA, CRDE or any entity owned or controlled by CRDENTIA or CRDE receives a check, warrant or transfer made payable, in whole or in part, to TRAVMED or in which the payee’s name includes the word “Travmed,” CRD agrees that it will provide NOTICE of such check, warrant or transfer to TRAVMED within ten (10) days of receiving same.  In the event that CRDENTIA, CRDE or any entity owned or controlled by CRDENTIA or CRDE receives a check, warrant or transfer made payable solely to TRAVMED, CRD agrees that it will forward such check, warrant or transfer to TRAVMED within ten (10) days of receiving same.  In the event that LITTON, WILLIAMS or TRAVMED, or any entity owned or controlled by LITTON, WILLIAMS or TRAVMED receives a check, warrant or transfer made payable, in whole or in part, to CRDENTIA or CRDE, or in which the payee’s name includes the words “Crdentia” or “CRDE,” TRM agrees that it will provide NOTICE of such check, warrant or transfer to CRD within ten (10) days of receiving same.  In the

17

---

event that LITTON, WILLIAMS or TRAVMED, or any entity owned or controlled by LITTON, WILLIAMS or TRAVMED receives a check, warrant or transfer made payable solely to CRDENTIA and/or CRDE, TRM agrees that it will forward such check, warrant or transfer to CRD within ten (10) days of receiving same.

27.                                 Payment to GE Capital on the Panafax machine.  CRD represents and warrants that it will pay the outstanding obligations listed on the schedule attached hereto as EXHIBIT “D” within ten (10) days of the EFFECTIVE DATE.

28.                                 Written Notice of Breach.  No PARTY shall be in breach of any covenant, agreement, or obligation hereunder unless such PARTY fails to cure such breach within seven (7) days from the receipt of written notice specifying the circumstances of such breach from any other PARTY.

29.                                 Taxes.  CRD represents and warrants that it has filed, or will file, all state and federal income tax returns relating to TRAVMED during the time period from March 28, 2005 through May 8, 2006 that may be required by any state or federal government.  Except for any matters or obligations listed on the schedules attached hereto as Exhibit “B”, CRD represents and warrants that it has paid, or will pay, any and all taxes, including but not limited to income, franchise, property tax, and payroll taxes, that were due or owing by TRAVMED due to business conducted, property owned or payments made or received during the time period from March 28, 2005 through May 8, 2006.

30.                                 Attorneys’ Fees.  The provisions of Texas Civil Practice and Remedies Code Chapter 38 shall govern the recovery of reasonable attorneys’ fees and costs for a claim asserted by a PARTY

18

---

under this AGREEMENT.

IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT and make it effective on the 14th day of September, 2007.

Agreed to and Accepted on this 14th day of September, 2007.

		CRDENTIA CORP.
		By:	/s/ John Kaiser
		Name:	John Kaiser
		Its:	CEO

 

Agreed to and Accepted on this 14th day of September, 2007.

		CRDE CORP.
		By:	/s/ John Kaiser
		Name:	John Kaiser
		Its:	CEO

 

Agreed to and Accepted on this 14th day of September, 2007.

		TRAVMED USA, INC.
		By:	/s/ Steve Williams
		Name:	Steve Williams
		Its:	President

 

19

---

 

 

Agreed to and Accepted on this 14th day of September, 2007.

		/s/ Robert Litton
		Robert Litton

 

Agreed to and Accepted on this 14th day of September, 2007.

		/s/ Steve Williams
		Steve Williams

 

Agreed to and Accepted on this 14th day of September, 2007.

		MEDCAP PARTNERS L.P.
		By:	/s/ C. Fred Toney
		Name:	C. Fred Toney
		Its:	Managing Member

 

20

EXHIBIT “A”

1.             Computer Equipment:

·      Two (2) monitors;

·      5 desktop computers (two (2) of which are large enough to be servers);

·      Miscellaneous key pads; and,

·      Miscellaneous battery back-ups.

·      Two (2) Savin model MLP25N laser printers, Serial Nos. Q0237100531 and Q0246101906

2.            Files:

a              Nurse Lead Files: @ 20 to 30 files several years in age.

b.             Foreign Nurse Files: @ one (1) banker’s box, or less, of purple folders containing foreign national nurse applicants or other information.

3.             Hospital Contracts and Files:

See paragraph 2(a) of Complete Settlement Agreement

Additionally, approximately two (2) banker’s boxes of outdated hospital contract files

4.             Travmed Employee Handbook on Blue Floppy Diskette, with handwritten label: “The Employers Association Master Handbook 2001 & Handbook Worksheet.”

5.             Bankers’ Boxes (varying dimensions): There are approximately 4 to 6 boxes containing the following information:

a.             Various Secretary of State filings (@ one (1) box);

b.             Copies of leases for Travmed office equipment, postage meter, furniture, etc. (@ one (l) box);

c.             401K audits for Travmed (@ one (1) box);

d.             Payroll tax records (@ one and one-half (1 1¤2 ) box);

·       ’05 W-2 copies;

·       Sales and use tax records/forms.

e.             ’04 Quarterly payroll records/ADP Reports in binder(s);

f.              One binder containing miscellaneous ADP Reports (’04);

g.             ’05 miscellaneous ADP payroll records/reports;

h.             Two (2) binders containing ADP reports;

i.              Miscellaneous 1099 copies from years past;

j.              Pennsylvania sales and use tax records;

k.             Bank deposit slips and statements from miscellaneous years;

1.             CDs of weekly ADP reports;

m.            Travmed internal audits, ’01 – ‘03/’04.

---

EXHIBIT “B”

Description		Amount			See Tab
Accounts Payable Paid for Crdentia Charges		$	61,196.57		Schedule 1
Unpaid Accounts Payable for Travmed USA as of May 9, 2006		$	15,142.17		Schedule 2
Accounts Payable for expenses incurred by Crdentia and charged to Travmed USA after May 9,2006		$	81,224.95		Schedule 3 Revised
Cost to Repair and Replace network computer equipment, removed, erased and damaged by Crdentia personnel		$	19,458.17		Schedule 5
Employee benefits: Health Insurance Claim for Todd Thather for health services Incurred on 4/27/9S - 4/28/06		$	10,924.93		Schedule 6
Total Subtotal		$	187,946.79

 

SCHEDULE 1

Expenses paid for Crdentia

Type

Date

Num

Name

Memo

Split

Amount

Bill

05/12/2006

10414

Value Technologies

Monitoring never paid by Crdentia

Accounts Payable

255.00

Bill

05/15/2006

06070259746

De Lagc Landen

Savin copier/printer #201005 March, April

Accounts Payable

808.38

Bill

05/16/2006

06070277198

De Lagc Landen

Savin capier/printer #910401 April, May

Accounts Payable

562.82

Bill

05/31/2006

May 2006

New Jersey Hospital Association

NJHA Fees for hours worked

Accounts Payable

395.87

Bill

05/31/2006

04100197 6368

Massachusets Dept of Revenue

04100197 6368 Taxes from 2005 Crdentia

Accounts Payable

99.15

Bill

05/31/2006

20061023-9999-

State of Rhode Island

20061023-9999-99 2005 Taxes RH

Accounts Payable

250.00

Bill

05/31/2006

1137355

Indiana Department of Revenue

1137355 2005 Taxes for Crdentia

Accounts Payable

2,121.06

Bill

05/31/2006

004237909 S

Tennessa Department of Revenue

004237909 S 2005 Taxes for Crdentia

Accounts Payable

140.93

Check

06/08/2006

2034

Alltel

March, April

Wachovia - Commt

2,201.81

Bill

06/08/2006

11014A

Vision Office Systems

Past Due Invoices for Copiers, Fax

Accounts Payable

547.16

Check

06/12/2006

2039a

ACS Benefit Services

Nurse Health Insurance Payback for Crdentia

Wachovia - Commt

12,506.08

Bill

06/15/2006

Piedmont Natural Gas

May utilities

Accounts Payable

155.22

Bill

06/15/2006

Alltel

May telephone

Accounts Payable

1,849.32

Bill

06/16/2006

018942

Vision Office Systems

Feb lease pay’t

Accounts Payable

135.00

Check

06/23/2006

2082

In South Insurance

Insurance Bond

Wachovia - Commt

2,875.00

Bill

06/23/2006

018943

Vision Office Systems

March lease pay’t

Accounts Payable

135.00

Bill

07/05/2006

019451

Vision Office Systems

April lease pay’t

Accounts Payable

135.00

Check

07/14/2006

2099

L & W Holding Co

back rent, not paid by Crdentia

Wachovia - Commt

27,000.00

Bill

07/14/2006

BISYS

Accounts Payable

2302.58

Check

07/25/2006

EFT

Duke Energy

service Dates April 3 - May 2 2005

Wachovia - Commt

485.00

Bill

07/31/2006

8-56-2027533-2

NYS Corporation Tax

56-2027533

Accounts Payable

280.72

Bill

08/18/2006

Client ID 710771

BISYS

3rd Quarter

Accounts Payable

1,168.75

Bill

09/28/2006

Commonwealth of Massachusetts

56-2027533

Accounts Payable

1,355.91

Bill

10/04/2006

56-2027533

Pennsylvania Dept of Revenue

56-2027533 2005 Taxes

Accounts Payable

20.00

Bill

10/04/2006

56-2027533

NYS Corporation Tax

56-2027533

Accounts Payable

3,278.00

Bill

10/04/2006

56-2027533

California Income Tax

56-2027533

Accounts Payable

40.00

Bill

10/04/2006

56-2027533

Commonwealth of Massachusetts

56-2027533

Accounts Payable

125.00

Total Expenses Paid for Crdentia

61,198.57

 

Cash Cost Damages by Crdentia 1 Schedule 1

Schedule 2

Exhibit A

Vender Name		Account Number		Invoice Number		Nurse Name		Service Period		Current Charges			Past Due			Total Due
Covenant Health Systems										$	85.00					$	85.00
Concentra/Occupational Health Centers of the SW		N01-0040115327				Herrington, Tommy				$	15.00					$	15.00
Sherd-il Charlolle		5202355		52107141									$	280.00		$	200.00
Mid State Credit INC.		51738						1/3/2005					$	31.50		$	31.50
ACS								11/01/04-10/31/2005		$	182.21					$	182.21
Tensessee Department of Revenue		319104313						01/01/05-03/28/05					$	140.93		$	140.93
Osweno Hospital		022723092				Lupa, Ann		2/13/2005		$	15.00					$	15.00
US Healthworks		003094		0016608-PA		Munoz, Alberto		2/14/2005					$	30.00		$	30.00
State of Maryland		91415780				Kelinar, Jannilar				$	15.00					$	15.00
Concentra/Occupational Health Centers of the SW		N01-0040116327		307347837		Dorolao, Analoly				$	15.00					$	15.00
McKenney’s		210030080											$	593.75		$	593.75
Corp-Link Services				6/1/4503		Marchesi, Tricia				$	235.50					$	235.50
Concentra/Occupational Health Centers of the SW		N30-03800019765		502993955		Munoz, Alberto		2/6/2006		$	21.00					$	21.00
ESD Houston Med Center		296		9041		Rozzell, Candace		4/19/2006-4/20/2005		$	96.88					$	96.88
National Registered Agents, Inc		010504				Marchesi, Tricia							$	3,728.66		$	3,728.66
Brown & Bigelow		05051980		820135						$	669.30					$	669.30
Brown & Bigelow		05051980		820301						$	191.11					$	191.11
The Bridge Apartments		00001-APT 1301				Fuller, Shaundresha		8/18/2005-3/25/2005		$	815.00					$	815.00
Oklahoma Gas and Electric Company		127595100-0				Hawks		04/27/2005-05/09/2005		$	141.43					$	141.43
Comptrol Technologies (Red Rock Villas)		0243-1-2044						4/15/2005-05/09/2005		$	527.50					$	527.50
AUM Pinnacla Heights		1009213412		907856569				05/01/2005-05/09/2005		$	3.61					$	3.61
Paradise Pointo								3/28/2006-4/01/2005		$	600.29					$	600.29
Oswege Hospital		022723092				Lupa, Ann				$	15.00					$	15.00
Isla North America		001-602-2213-02						4/11/2006-5/9/2005		$	22.61					$	22.61
Isla North America		003-003-0265-14						4/30/2006-5/09/2005		$	4.84					$	4.84
Orangewood East								01/27/2005-04/10/2005		$	230.00					$	230.00
Crostview Apartments		00-411 00-R205 -06				Scherder, Elleen		02/17/2005-05/09/2005		$	69.97					$	69.97
Concentra/Occupational Health Centers of the SW		N20-1206020703		803552219		Tesoro, Emma Ruth		1/13/2005		$	52.00					$	52.00
Value Technologies				10264						$	274.93					$	274.93
Broadlane		GT-089						9/1/2005					$	815.43		$	815.43
Principal Financial Group		4-15282						2/27/2006-5/09/2006		$	705.31					$	705.31
Concentra/Occupational Health Centers of the SW		N30-0360019765		502993955		Munoz, Alberto		2/6/2005		$	21.00					$	21.00
Extended Stay Deluxe		9961				Rozzell, Candace		04/19/2005-04/20/2006		$	96.88					$	96.88
Menclair Parc				6362				4/15/2005-5/09/2005		$	37.75					$	37.75
National Water & Power		729441186-001						05/01/2006-05/09/2006		$	9.21
National Water & Power		729441186-001						04/14/2006-04/30/2005		$	24.20					$	24.20
GE Capital		7208756		90133445134				03/24/2005-04/24/2006		$	169.12					$	169.12
Appliance Warehouse of American, Inc.		143131		5707481				5/4/2005		$	32.10					$	32.10
Appliance Warehouse of American, Inc.		143131		5707481				4/1/2005		$	32.10					$	32.10
Appliance Warehouse of American, Inc.		143131		5707481				2/24/2005		$	32.51					$	32.51
State of Ohio, Office of the Attorney General													$	503.99		$	503.99
Pacific Gas and Electric Company		72745647725								$	26.87					$	26.87
The Gas Company		8521758626						04/19/2005-05/09/2005		$	28.02					$	28.02
The Gas Company		19512200207						04/27/2005-05/09/2005		$	15.86					$	15.86
The Gas Company		14892280679						04/27/2005-05/09/2005		$	9.23					$	9.23
The Gas Company		5171992885						04/19/2005-05/09/2005		$	17.90					$	17.90
Edison		2-27-760-2033						04/21/2005-05/09/2005		$	120.69					$	120.69
Edison		2-27-760-2033						04/21/2005-05/09/2005		$	90.13					$	90.13
Lab Corp		32823315						4/1/2005		$	66.60					$	66.60
Lab Corp		32823315						4/29/2005		$	473.05					$	473.05
Lab Corp		32823315		19558946		Doroleo, Analoly		5/1/2005		$	27.10					$	27.10
Lab Corp				2191342		Williams, William		5/3/2005		$	35.25					$	35.25
Lab Corp				2191342		Malin, Nancy		5/5/2005		$	35.25					$	35.25
Lab Corp				2191342		Elsing, Shirley		5/3/2005		$	35.25					$	35.25
Cort Furniture Rental				8488708									$	253.59		$	253.59
Cort Furniture Rental				8490027						$	253.59					$	253.59
Great America Leasing Corporation				5578203		Merchesi, Tricia		3/27/2005		$	27.95					$	27.95
Great America Leasing Corporation				5578203		Merchesi, Tricia		4/27/2005		$	27.95					$	27.95
Aaron Rents and Sells Furniture		360-18442		184420606				04/14/2005-05/01/2005		$	334.34					$	334.34
Aaron Rents and Sells Furniture		048-038780		367800607				04/15/2005-05/07/2005		$	351.36					$	351.36
Aaron Rents and Sells Furniture		023-029366		293560509				02/24/2006-05/09/2005		$	554.45					$	54.45
Vicksburg Health Care				07202-005		Mabulas, Maricel				$	332.00					$	332.00
North Carolina Health Car Facilities				70459						$	800.00					$	800.00
The Signgenis Corporation		RS-19745		IV451192				04/11/2006-05/09/2005		$	57.35					$	57.35
US Healthworks				0006242-ME		Goodgion, Bronda		11/4/2005		$	55.00					$	55.00
AZUSA Light and Water		017-1057-308						04/19/2005-05/09/2005		$	36.98					$	36.98
Total:																$	15,142.17

 

Schedules of Payables Schedule 2

1

Schedule 3 Revised

Vendor Name		Account Number		Invoice Number		Current Charges			Past Due			ance		Total Due			Type
Aaron Rents, INC.		207-019859		198290607		$	812.93							$	812.93		Furniture Rental
Aaron Rents, INC.		048-0358780		387800701		$	306.49							$	306.49		Furniture Rental
Aaron Rents, INC.		48-28013-R							$	561.06				$	561.06		Furniture Rental
Aaron Rents, INC.		360-018442		184420608		$	393.73							$	393.73		Furniture Rental
Aaron Rents, INC.		133-020961		2095105		$	506.67							$	506.67		Furniture Rental
Aaron Rents, INC.		526-013206		13206		$	355.19							$	356.19		Furniture Rental
Aaron Rents, INC.		526010563-R		132060606					$	212.41				$	212.41		Furniture Rental
Aaron Rents, INC.		526009320-R		132060606					$	228.03				$	228.03		Furniture Rental
Aaron Rents, INC.		526-010736-R		132060606					$	166.16				$	166.16		Furniture Rental
Aaron Rents, INC.		526010757-R		132060606		$	293.85							$	293.85		Furniture Rental
Aaron Rents, INC.		526-010816-R		132060606		$	253.68							$	253.68		Furniture Rental
ACS														$	167.49		Health Plan Form
ACS														$	200.00		Supervisor Agreement
Alliance One		224604173							$	65.49				$	65.49		Gas
Alliance One		13931449							$	91.77				$	91.77		Gas
All Star Finish				38294		$	130.00							$	130.00		Cleaning Fee
American Furniture Rentals, Inc		59381		613601		$	123.90		$	247.80				$	371.70		Furniture Rental
American Furniture Rentals, Inc		58498		614897		$	125.08		$	250.15				$	375.24		Furniture Rental
American Furniture Rentals, Inc		57577		611883		$	177.66		$	355.32				$	532.98		Furniture Rental
American Furniture Rentals, Inc		68590		638761		$	183.75		$	830.00				$	1,013.75		Furniture Rental
American Furniture Rentals, Inc		68693		649502		$	200.93		$	1,099.65				$	1,300.58		Furniture Rental
American Furniture Rentals, Inc		58498		650001		$	125.08		$	500.32				$	625.40
American Furniture Rentals, Inc		68693		623348		$	200.93		$	496.86				$	697.79		Furniture Rental
American International Group, Inc		2139252							$	12,582.00				$	12,582.00		Past Due Audit Premi
Appliance Warehouse of American, Inc.				5467533		$	111.92							$	111.92
Appliance Warehouse of American, Inc.				5830436		$	112.83							$	112.83
Azusa Light and Water		017-1067.308				$	38.83		$	38.83
APS		815945282							$	78.53				$	78.53		Utilities
APS		298155285				$	63.62							$	63.62
APS		780485281				$	28.57							$	28.57
APS		155065286				$	38.89							$	38.89		Power
APS		155065286				$	47.76							$	47.76		Power
APS		432315283							$	7.64				$	7.64		Power
AUM Pinnacle Heights		1009213412		907481192		$	9.93							$	9.93		Energy
AUM Pinnacle Heights		1009213412		907856569		$	12.91							$	12.91		Energy
AUM Pinnacle Heights		1009213412		907680290		$	12.99							$	12.99		Energy
AUM Colonial Village @ Deerfield		1007673831		907838214		$	27.94							$	27.94		Energy
AUM Colonial Village @ Deerfield		1007673831		908021322		$	28.56							$	28.56		Energy
AUM Colonial Village @ Deerfield		1007673831		908021322		$	34.01							$	34.01		Energy
BGE		48412-25129				$	73.20		$	63.09				$	136.26		Energy
BGE		48412-25129				$	144.27		$	93.60				$	237.87		Energy
BGE		48412-25129				$	107.12		$	312.73				$	419.85		Energy
BISYS		710771												$	1,186.28
Bridge Apartments						$	19.68							$	19.68		Water
Brook Furniture Rental		2142371959		4074237196					$	407.82				$	407.82		Furniture Rental
BWC		1366265		76671310		$	610.24							$	610.24
Carriage Club Apartments									$	79.96				$	79.95		Delinquet Water Bill
City of Richmond Department of Public L		378218-0135070							$	33.87				$	33.87
City of Durham, Department of Finance		6013416				$	11.54							$	11.54		Utilities
Cleco Power LLC		4000819980001				$	288.64							$	302.68		Power
ComEd		1272158078				$	175.45							$	175.45		Power
ConEdison/ JAF Station		51-1138-1715-120				$	91.11		$	61.55				$	152.66		Power
Comptrol Technologies		0243-1-2044				$	1,335.83							$	1,335.83		Utilities and Rent
Comptrol Technologies		0243-1-2044				$	1,519.14							$	1,519.14		Utilities and Rent
Covenant Health Systems				1		$	46.95							$	46.95
Cort Furniture Rental		15940		38-1487619		$	259.50							$	259.50		Furniture Rental
Cort Furniture Rental		15940		38-1487620		$	229.00							$	229.00		Furniture Rental
Cort Furniture Rental		8520		23-283379		$	388.10		$	264.78				$	652.88		Furniture Rental
Cort Furniture Rental		2251		23-282997		$	326.63							$	326.63		Furniture Rental
Cort Furniture Rental		14237		25204		$	171.78							$	171.78		Furniture Rental
Cort Furniture Rental		14237		25203		$	279.68							$	279.68		Furniture Rental
Cort Furniture Rental		1970		83-158533		$	240.59							$	240.59		Furniture Rental
Cort Furniture Rental		25781		28371		$	364.61							$	364.61		Furniture Rental
Cort Furniture Rental		1970		83-159207		$	240.59							$	240.59		Furniture Rental
Cort Furniture Rental		15940		38-1478715		$	259.50							$	259.50		Furniture Rental
Cort Furniture Rental		25781		45537		$	364.61							$	364.61		Furniture Rental
Cort Furniture Rental		15940		38-1496422		$	259.50							$	259.50		Furniture Rental
Cort Furniture Rental		19119683		25204		$	219.91							$	219.91		Furniture Rental
Cox Communications		001 8410 518897005				$	43.63		$	92.54		43.63		$	97.82		Cable
Crestview Apartments						$	69.97							$	69.97
Dominion		9335383338				$	83.62		$	224.93				$	308.55
Dominion Virginia Power		9335383338				$	84.60		$	35.77				$	120.37		Utilities
Diamond Springs		3046300				$	206.08							$	206.08		Equipment Rent
Duke Energy		1328207179				$	45.64		$	34.58				$	80.22		Power

 

---

 

Duke Energy				1933478781				$	31.68							$	31.68		Energy
Duke Occupational Health Services				CLO754							$	18.00				$	18.00		Contract Services
Edison				30269997-45							$	342.67				$	342.67
Entergy				53095360		145000960526		$	69.62		$	42.80				$	115.42		Power
Entergy				55030795				$	179.37		$	363.53		22.34		$	376.56		Power
Entergy				54882733		45001068589		$	66.50							$	69.50		Power
Entergy				54989967		410000353828		$	13.08		$	81.35				$	94.44		Power
Entergy				54989967		45001068590		$	33.51							$	36.51		Power
Entergy				53777611		70001365898		$	253.37							$	253.37		Power
Entergy				533634466		6001892054		$	101.95		$	139.16				$	246.56		Power
Entergy				53095360							$	126.35				$	126.36		Power
Entergy				38595682		23001526824					$	181.98				$	181.98		Power
Entergy				53363446		3.45001E+11		$	92.84		$	139.16				$	236.64		Power
Entergy				53777611		15000962883		$	155.42		$	180.94		77.84		$	163.29		Power
Equity Residential				00374342							$	29.12				$	29.12
Equity Residential				00376133							$	220.58				$	220.58
Equity Residential				355300							$	12.20				$	12.20
Equity Residential				3382275							$	50.02				$	50.02
Equity Residential				35939				$	102.07							$	102.07
Equity Residential				66239							$	586.52				$	586.52
Equity Residential				47945							$	650.00				$	650.00
Equity Residential				203147							$	412.73				$	412.73
Equity Residential				271660							$	889.68				$	889.68
Equity Residential				387958							$	1,662.62				$	1,662.62
Equity Residential				389190							$	1,297.46				$	1,297.46
Equity Residential				388454							$	462.59				$	462.59
Equity Residential				48570							$	652.43				$	652.43
Fair Colllections and Outsourcing				31865353				$	330.71							$	330.71
FCB				117506-7							$	718.02				$	718.02
FCB				117506-7							$	690.82				$	690.82
FCB				117506-7							$	755.05				$	755.04
Florida Power and Light Company				85448-28090							$	175.34				$	175.34		Energy
Furniture Rentals, Inc						385-75028		$	174.00		$	174.00				$	348.00		Furniture Rental
Gables Corporate Accommodations						0000043590		$	2,853.34							$	2,853.34		Rent
Gables Corporate Accommodations						0000043725		$	3,159.06							$	3,159.06		Rent
GE Capital				90133445134		45024318										$	1,003.17		Rental Fee + past due
Hampshire Place Apartments											$	1,552.27				$	1,552.27		Rent
Hampton Center Apartments				0248-00033-004				$	7.63							$	7.63		Water and Sewer
Heritage Oaks								$	15.00							$	15.00		Touch-up-Paint
Heritage Oaks								$	50.00							$	50.00		Touch-up-Paint
I.C. System INC		10859475-CM-ST73D-999				36-560946					$	54.60				$	54.60		Terminlex
Ideal Collection Services, Inc				1658042706005							$	22.98				$	22.98
Immediate Care PC				89613				$	25.00							$	25.00		Drug Screen
Isla North America				003-003-0269-14				$	8.08							$	8.08		Water
Jefferson City Utilities				0546532							$	8.84				$	8.84		Sewer
LabCorp				32823315							$	979.75				$	979.75		Drug Testing + Past Due
LabCorp				32828815							$	2,530.50				$	2,530.50		Drug Testing + Past Due
LabCorp				32829120				$	103.50		$	1,829.00				$	1,932.50
Lakeland Electric				3316896				$	180.03							$	180.03		Power
Lubbock Power & Light & Water				9554166				$	78.79							$	81.19		Power
M&S Graphics											$	1,473.71				$	1,473.71		Pocket Folders + Ship
Microlax, Inc						TVMED1063006-1		$	186.00							$	186.00		Background Checks
Microlax, Inc								$	10.00							$	10.00		Court Records Search
Mel-Ed				100065027948				$	96.67		$	67.22				$	163.89		Energy
Metrocall				0073945-8		P0073945G		$	27.87		$	65.76				$	93.63		Phone Bill
Montclair Parc						6362		$	46.81							$	46.81
National Credit Systems, Inc				1220980							$	78.50				$	76.50
National Grid				73274-99148							$	74.49				$	74.49
National Grid				36874-97233							$	55.10				$	55.10
National Grid				3674-97233				$	102.83		$	162.21		6.28		$	158.76		Power
National Grid				17310-25185				$	195.83		$	114.14		14.14		$	195.83		Power
NCO Financial Systems, Inc				474561 or 3Q04BD												$	240.26		Gas
Nicor				63-08-44-22896				$	21.02							$	21.02
North Carolina Health Care Facilities Association, Inc																$	800.00		Trade Show Booth
North Shore Agenciy, Inc.				72746647725				$	26.87							$	26.87
National Registered Agents				30498		R-592400		$	300.00							$	300.00
National Water and Power				729821328				$	157.23							$	157.23		Power
Oklahoma Gas and Electric Company				127595100-0							$	824.83				$	824.83		Electric and Gas
Payments and Adjustments Detail								$	1,556.08							$	1,556.08		Adjustments
Pacific Gas and Electric Company				9500813323-3				$	30.12		$	10.31				$	40.43		Power
Pacific Gas and Electric Company				5716852402-2				$	54.65		$	17.73				$	72.38		Utilities
Pacific Gas and Electric Company				5716852402-2				$	51.71							$	51.71		Utilities
Pacific Gas and Electric Company								$	26.00		$	40.66				$	58.52		Utilities
Pacific Gas and Electric Company				6716852402-2				$	113.23							$	113.23		Utilities
Pacific Gas and Electric Company				7014794679-5				$	36.50		$	51.71				$	88.21		Utilities
Pacific Gas and Electric Company				3702924145-4				$	16.58		$	13.15				$	29.83		Utility
Pacific Gas and Electric Company				6716852402				$	63.87		$	160.61				$	224.48		Utility
Pacific Gas and Electric Company				7014794679-5				$	45.20		$	134.03				$	179.23		Utility

 

---

 

Pepco		0112-3458-71				$	94.61		$	324.06				$	418.67		Energy
PNM		115315198-0690783-9				$	57.84							$	57.84		Electric and Gas
PSNC Energy		4-2100-6217-0326				$	11.00		$	60.78				$	71.78		Energy
PSNC Energy		4-2100-6217-0326				$	88.86							$	88.95		Energy
Qwest		520 884-4897 181R				$	23.25		$	29.41				$	52.66		Telephone
Reliant Energy		4 602 374-3		184000974745		$	167.30		$	152.82				$	336.13		Energy
Reliant Energy		5 235 005-5		179001088755		$	133.76		$	112.36				$	258.43		Energy
Reliant Energy		5 239 463-2		159001246095		$	138.42		$	157.89				$	310.98		Energy
Reliant Energy		5 238 825-3		159001246094		$	126.09		$	114.82				$	252.83		Energy
Reliant Energy		5 305 060-5		152001280232		$	98.69		$	27.40				$	132.39		Energy
Reliant Energy		5 265 616-2		152001280228		$	133.45		$	88.24				$	232.77		Energy
Reliant Energy		5 265 020-7		152001280227		$	262.00		$	177.29				$	461.25		Energy
Reliant Energy		4 718 146-6		140001299791		$	122.02		$	179.78				$	221.08		Energy
RMS		287972954				$	120.70							$	120.70
RMS		282590702-A							$	93.63				$	93.63
SAO Marketing Listing Service		BMS435506												$	79.95		Advertising Exp
SCE&G		5-2100-6921-9680				$	234.49							$	234.49		Utility
SC Healthcare Resources		111		201										$	1,646.38
Sherman Furniture, Inc		26116							$	654.24				$	654.24		Rent
Sherman Furniture, Inc		26657							$	283.04				$	283.04		Furniture Rental
SMUD		3105777				$	27.00							$	27.00		Utilities
State of New Jersey Labor and Workforce Development									$	18.09				$	18.09
State of Ohio, Office of the Attorney Gen		6393484												$	681.14		Colections Enforcement
SRP		171-671-009				$	107.38							$	107.38		Utilities
SRP		809-891-005				$	124.36		$	118.12				$	242.48		Utilities
SRP		809-891-005				$	139.16		$	289.06				$	428.22		Utilities
TECO Tampa Electric		1281 0573049				$	105.97		$	192.41				$	301.27		Electric
Terminix		932802		684044		$	40.60		$	40.00				$	80.60		Pest Control
Terminix Service, Inc.		36-932802												$	83.04
The Coding Institue		46573233				$	199.00							$	199.00
The Gas Company		137-593-4193-9				$	23.20		$	37.58				$	60.78
The Gas Company		195-122-6020-7							$	107.58				$	107.58
The Gas Company		148-922-8067-9							$	55.37				$	55.37
The State Insurance Fund		5177-97-8		2313350					$	317.06				$	317.06
The State Insurance Fund		5177-97-8		2313350					$	520.01				$	520.01
The Singenls Corporation		RS49745		IV46909		$	36.27							$	36.27		Utility
Tucson Electric Power		9726762941				$	223.94							$	223.94		Energy
UG Gas Service		212 963 2992 66				$	56.48		$	87.62				$	144.10		Gas
Unisource		7661580				$	92.02							$	92.02
Unisource		10712062				$	229.00							$	229.00
Unisource		474561				$	240.26							$	240.26
UPS		F27664		0000F27664266		$	75.87							$	75.87		Shipment
UPS				0000F27664266		$	79.66							$	79.66
UPS				0000F27664266		$	3.79							$	3.79
Virginia Natural Gas		25841-32072							$	119.19				$	119.19
Washington Gas		0224604173				$	0.00		$	63.69		43.45		$	63.69		Gas
Washington Gas		0651900367				$	39.52							$	39.52		Gas
Washington Gas		224604173				$	65.49							$	65.49
Washington Gas		651900367				$	57.30							$	57.30
Washington Gas		651900367				$	89.29							$	89.29
Waste Management		099-0057821-2099-1		1055935-2099-7		$	89.15		$	175.42		86.19		$	178.38		Waste
West Virginia State Tax Department		56-202-7533-001				$	431.89							$	431.89
Xcel Energy		53-7661387-3		0060357060		$	111.01		$	159.53		54.13		$	215.41		Energy
State of Conneticut				6000432581					$	180.00				$	180.00
NCO Financial Systems, Inc		474561				$	240.26							$	240.26
FCB		117506-7				$	718.02							$	718.02
Sadona Ridge						$	50.02							$	50.02
														$	81,224.95