In re

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP, et al./ Case No. 10-10926 (BLS)
Debtors.
(Jointly Administered)
Hearing Date: April16, 2010 at 1:30 p.m.
Objection Deadline: April9, 2010 at 4:00p.m.
APPLICATION FOR ORDER PURSUANT TO 11 U.S.C. 327(a) AND 328(a),
FED. R. BANKR. P. 2014(a) AND DEL. BANKR. L. R. 2014-1
AUTHORIZING EMPLOYMENT AND RETENTION OF BAYARD, P.A.
AS DEBTORS' DELAWARE COUNSEL NUNC PRO TUNC TO PETITION DATE
Crdentia Corp. and its affiliated debtors and debtors in possession (collectively, the
"Debtors") in the above-captioned chapter 11 cases, hereby submit this application (the
"Application") for entry of an order, pursuant to Sections 327(a) and 328(a) of title 11 of the
United States Code, 11 U.S.C. 101-1532 (as amended, the "Bankruptcy Code"), Rule 2014(a)
of the Federal Rules of Bankruptcy Procedure (as amended, the "Bankruptcy Rules"), and Rule
2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware (as amended, the "Local Rules"), authorizing the retention and
employment of Bayard P.A ("Bayard"), as the Debtors' Delaware counsel in these chapter 11
cases, nunc pro tunc to the Petition Date (as defined below). In support of this Application, the
Debtors submit the Declaration of Jamie L. Edmonson in Support of the Application (the
The Debtors, along with the last four digits of their federal tax identification numbers, are: Crdentia
Corp.(5701), ATS Universal, LLC (3980), Baker Anderson Christie, Inc. (3631), CRDE Corp. (2509),
GHS Acqnisition Corporation (9736), Health Industry Professionals, LLC ( 4246), HIP Holding, Inc.
(3468), MP Health Corp. (4403), New Age Staffing, Inc. (1214) and Nurses Network, Inc. (6291). The
Debtors' mailing address for purposes of these cases is 1964 Howell Branch Road, Ste. 206, Winter Park,
Florida 32792.
"Edmonson Declaration"), attached hereto as Exhibit A In further support of this Application,
the Debtors respectfully state as follows:
Background
A. Chapter 11 Cases
L On March 17, 2010 (the "Petition Date"), each of the Debtors commenced
with this Court a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The
Debtors continue to manage and operate their businesses as debtors in possession pursuant to
sections 1107 and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or
examiner has been made and no committees have been appointed or designated in the Debtors'
chapter 11 cases.
B. Debtors' Business Operations
2. Reference is made to the Declaration of Rebecca Irish in Support of the
Debtors' Chapter 11 Petitions and First Day Pleadings filed on the Petition Date for information
regarding the Debtors' businesses, capital structure, and the circumstances leading to the filing of
these chapter 11 cases. In addition, a prenegotiated Joint Plan of Reorganization (the "Plan") and
Disclosure Statement
2
have been filed with the Court, which contain extensive background on
the Debtors, and the proposed program for these chapter 11 cases.
Jurisdiction And Venue
3. This Court has jurisdiction to consider this matter pursuant to 28 U.S. C.
1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2) and venue is proper in this
district pursuant to 28 U.S. C. 1408 and 1409.
Relief Requested
4. The Debtors desire to retain and employ Bayard as their Delaware counsel
2
All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan.
2
in connection with the commencement and prosecution of these chapter 11 cases. By this
Application, the Debtors request that this Court enter an order, pursuant to sections 327(a) and
328(a) of the Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Rule 2014-1, authorizing
and approving the Debtors' employment and retention of Bayard, as the Debtors' Delaware
counsel, to perform the legal services that will be necessary in the Debtors' chapter 11 cases, in
accordance with Bayard's normal hourly rates in effect when services are rendered and normal
reimbursement policies, but subject in other respects to the fee arrangements set forth in the
Order (A) Authorizing Debtors to Obtain Post-Petition Financing and Grant Security Interests
and Superpriority Administrative Expense Status Pursuant to 11 U.S. C. 105 and 364(c); (B)
Modifying the Automatic Stay Pursuant to 11 U.S. C. 362; (C) Authorizing Debtors to Enter
Into Agreements with Comvest Capital LLC [Docket No. 49] (the "DIP Order").
5. As required by Bankruptcy Rule 2014(a), this Application sets forth (i) the
specific facts showing the necessity for Bayard's employment, (ii) the reasons for the selection
of Bayard as Delaware counsel for the Debtors in connection with these chapter 11 cases, (iii) to
the best of the Debtors' knowledge, all of Bayard's connections, if any, to certain parties in
interest in these chapter 11 cases, (iv) the professional services to be rendered by Bayard, and (v)
the proposed arrangement between the Debtors and Bayard for Bayard's compensation. See Fed.
R Bankr. P. 2014(a).
C. Bayard's Qualifications
6. The Debtors seek to retain Bayard as their counsel because of Bayard's
extensive general experience and knowledge, and in particular, its recognized expertise in the
field of debtors' and creditors' rights and business reorganizations under chapter 11 of the
Bankruptcy Code, its expertise, experience and knowledge practicing before the Bankruptcy
Court for the District of Delaware, its proximity to this Court, and its ability to respond quickly
3
to emergency hearings and other emergency matters in this Court. Further, Bayard's appearance
before this Court for the applications, motions and other matters in these chapter 11 cases will be
efficient and cost effective for the Debtors' estates. The Debtors believe that Bayard is both
well-qualified and uniquely able to represent them in these cases in a most efficient and timely
manner.
7. Bayard has advised the Debtors that Bayard intends to work closely with
counsel to the Debtors, Gersten Savage LLP ("Gersten Savage"), to ensure that there is no
unnecessary duplication of services performed or charged to the Debtors' estates.
8. It is necessary that the Debtors employ attorneys to render the foregoing
professional services. Bayard has stated its desire and willingness to act in these cases and
render the necessary professional services as Delaware counsel for the Debtors.
9. Prior to the Petition Date, Bayard was retained by the Debtors to provide
bankruptcy advice, including assisting in the preparation of the requisite petitions, pleadings,
exhibits, lists and schedules in connection with the commencement of these cases. The Debtors
believe Bayard has the necessary background to deal effectively and efficiently with many of the
potential legal issues and problems that may arise in the context of these cases. The Debtors
believe that Bayard is both well-qualified and uniquely able to represent the Debtors in a most
efficient and timely manner.
10. To the best of the Debtors' knowledge, and except as disclosed herein and
m the annexed Edmonson Declaration, Bayard does not hold or represent any interest or
connection adverse to the Debtors, their estates, its creditors, any other party in interest, or their
respective attorneys or accountants. Bayard is a "disinterested person" as defined in the
Bankruptcy Code.
4
11. Notwithstanding the foregoing, the Debtors hereby disclose to the Court,
in connection with the representation of all of the Debtors by Bayard, that there are certain
interrelationships between and among the Debtors. The Debtors do not believe, however, that
their relationships to one another pose any conflict of interest in these chapter 11 cases because
of their general unity of interest at all levels. Accordingly, the Debtors submit that Bayard's
representation of all of the Debtors is permissible under 327 of the Bankruptcy Code and is in
the best interest of all creditors of these estates.
12. The Debtors understand that Bayard intends to apply to the Court for
allowance of compensation and reimbursement of expenses in accordance with applicable
provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the "Bankruptcy
Rules"), the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware (the "Local Rules"), and Orders of this Court.
E. Services To Be Provided By Bayard
13. The services of Bayard are necessary to enable the Debtors to execute
faithfully their duties as debtors and debtors in possession. Subject to Court approval, the
professional services that Bayard will be required to render, shall include (but shall not be
limited to):
(a) taking all necessary action to protect and preserve the estates of the
Debtors, including the prosecution of actions on the Debtors'
behalf, the defense of any actions commenced against the Debtors,
the negotiation of disputes in which the Debtors are involved, and
the preparation of objections to claims filed against the Debtors'
estates;
(b) providing legal advice with respect to the Debtors' powers and
duties as debtors in possession in the continued operation of their
businesses and management of their properties;
5
(c) pursumg confirmation of a plan and approval of a disclosure
statement;
(d) preparing on behalf of the Debtors, as debtors in possession,
necessary motions, applications, answers, orders, reports, and other
legal papers in connection with the administration of the Debtors'
estates;
(e) appearing in Court and to protect the interests of the Debtors
before the Court;
(f) assisting with any disposition of the Debtors' assets, by sale or
otherwise; and
(g) performing all other legal services in connection with these chapter
11 cases as may reasonably be required.
14. The Debtors may, from time to time, request that Bayard undertake
specific matters beyond the scope ofthe responsibilities set forth above. Should Bayard agree, in
its sole discretion, to undertake any such specific matters, the Debtors seek authority herein to
employ Bayard for such matters, in addition to those set forth above, without further order of this
Court.
15. The Debtors reqmre knowledgeable counsel to render these essential
professional services. Bayard has substantial expertise in each of these areas and is well-qualified
to perform these services and represent the Debtors' interests in these chapter 11 cases. Subject
to this Court's approval of this Application, Bayard is willing to serve as the Debtors' Delaware
counsel and to perform the services described above.
F. Bayard's Compensation
16. Bayard intends to apply to the Court for payment of compensation and
reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code,
Bankruptcy Rules, Local Rules, the guidelines promulgated by the Office of the U.S. Trustee,
and pursuant to any additional procedures that may be established by this Court in the Debtors'
6
chapter 11 cases. The DIP Order provides for the payment of such Allowed Professional Fees.
17. Bayard seeks compensation at its standard hourly rates, which are based
on the professionals' level of experience. At present, the standard hourly rates charged by Bayard
range from $425 to $795 for directors, $400 to $510 for senior counsel, $230 to $425 for
associates, and $195 to $245 for paraprofessionals. These hourly rates are subject to periodic
firmwide adjustments in the ordinary course of Bayard's business. Bayard will maintain
detailed, contemporaneous records of time and any necessary expenses incurred in connection
with the rendering of the legal services described above
18. Prior to the petition date, Bayard received a retainer (the "Retainer") in the
amount of$20,000 for work to be performed on behalf of the Debtors. As of the Petition Date,
the Retainer balance was $6,612.63. The unapplied portion of the Retainer is held by Bayard
according to its standard internal procedures in the same manner as Bayard holds retainers
received from other clients that it has. Bayard intends to hold the unapplied portion of the
Retainer during these chapter 11 cases and apply it against fees and expenses allowed, at
Bayard's option, after submission of Bayard's fee applications and approval by this Court, with
any balance to be returned to the Debtors. No other amounts were received by Bayard from the
Debtors. As of the Petition Date, Bayard was not owed any amounts by the Debtors in respect of
services provided by Bayard prior to the Petition Date.
19. In connection with the Debtors' Professional Fee Carve Out contained in
the DIP Order, the Lender has agreed to pay Bayard post-petition fees and expenses in
connection with the Debtors' cases up to an additional $35,000 for post-petition fees and
expenses during the first 60 days of these cases.
7
Basis For Relief
20. Section 327(a) of the Bankruptcy Code provides, in pertinent part, that a
debtor-in-possession is authorized, with the court's approval, to employ "attorneys ... that do not
hold or represent an interest adverse to the estates, and that are disinterested persons, to represent
or assist [the debtor-in-possession] in carrying out [its] duties under [the Bankruptcy Code]." 11
U.S. C. 327(a). Section 328(a) of the Bankruptcy Code provides, in pertinent part, that a
debtor-in-possession, with the court's approval, "may employ or authorize the employment of a
professional person under section 327 . . . on any reasonable terms and conditions of
employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on
a contingent fee basis 11 U.S. C. 328(a). "
No Previous Request
21. No previous request for the relief sought herein has been made to this or
any other court.
Notice
22. No trustee, examiner, or statutory committee has been appointed in these
chapter 11 cases. Notice of this Application has been provided to (i) the United States Trustee for
the District of Delaware, (ii) those creditors listed on the Debtors' Consolidated List of Creditors
Holding 20 Largest Unsecured Claims, and (iii) counsel for the Debtors' postpetition lender. The
Debtors submit that, in light of the relief requested, no other or further notice need be provided.
8
WHEREFORE, the Debtors respectfully request entry of an order, in
the form attached to this Application as Exhibit B, (i) authorizing and approving the Debtors'
retention and employment of Bayard as their attorneys in these chapter 11 cases nunc pro tunc to
the Petition Date and (ii) granting such other and further relief the Court may deem just and
proper.
Dated; 2010
Wilmington, Delaware
Crdentia Corp.
(fur itself and on behalf ofits affiliated
Debtors and Debtors in Possession)
l3y;

me: Rebecca Irish
Title: Secretary and ChiefFinancial Officer
9
Exhibit A
Edmonson Declaration
In re
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter II
CRDENTIA CORP., et al.,
1
Case No_ 10-10926 (BLS)
Debtors.
(Jointly Administered)
DECLARATION OF JAMIE L. EDMONSON IN SUPPORT OF APPLICATION
FOR ORDER PURSUANT TO 11 U.S.C. 327(a) AND 328(a), FED. R
BANKR. P. 2014(a) AND DEL. BANKR. L. R. 2014-1 AUTHORIZING
EMPLOYMENT AND RETENTION OF BAYARD, P.A. AS DEBTORS'
DELAWARE COUNSEL NUNC PRO TUNC TO PETITION DATE
Jamie L. Edmonson of Bayard, P.A. makes this Declaration pursuant to 28 US. C.
17 46 and states:
I. I am senior counsel of Bayard, P.A. ("Bayard"), proposed Delaware
counsel to the above-captioned debtors and debtors-in-possession, and I am duly authorized to
make this Declaration on behalf of Bayard. Bayard maintains offices for the practice of law at
222 Delaware Avenue, Suite 900, Wilmington, Delaware 19801.
2. I submit this Declaration pursuant to sections 327(a), 328(a) and 329 of
title II of the United States Code, 11 US.C. 101-1532 (as amended, the "Bankruptcy Code"),
rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (as amended, the
"Bankruptcy Rules"), and rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure
The Debtors, along with the last four digits of their federal tax identification numbers, are: Crdentia
Corp.(570l), ATS Universal, LLC (3980), Baker Anderson Christie, Inc. (3631), CRDE Corp. (2509),
GHS Acquisition Corporation (9736), Health Industry Professionals, LLC ( 4246), HIP Holding, Inc.
(3468), MP Health Corp. (4403), New Age Staffing, Inc. (1214) and Nurses Network, Inc. (6291). The
Debtors' mailing address for purposes of these cases is 1964 Howell Branch Road, Ste. 206, Winter Park,
Florida 32792.
of the United States Bankruptcy Court for the District of Delaware (as amended, the "Local
Rules"), in support of the application of Crdentia Corp. and its affiliated debtors and debtors in
possession (collectively, the "Debtors") in the above-captioned chapter 11 cases, for an order
authorizing and approving the Debtors' retention and employment of Bayard as Delaware
counsel to the Debtors in the above-captioned chapter 11 cases (the "Application").
3. Unless otherwise stated in this Declaration, I have personal knowledge of
the facts set forth herein and, if called as a witness, I can competently testify thereto. To the
extent that any information disclosed herein requires amendment or modification upon Bayard's
completion of further analysis or as additional creditor information becomes available to Bayard,
a supplemental declaration will be submitted to the Court reflecting the same. Unless otherwise
defined, capitalized terms and phrases not otherwise defined herein shall have the meaning
ascribed to such terms in the Application.
Qualifications Of Bayard
4. Bayard possesses extensive general experience and knowledge,
particularly its recognized expertise in the field of debtors' and creditors' rights and business
reorganizations under chapter 11 of the Bankruptcy Code, its experience and knowledge
practicing before the Bankruptcy Court for the District of Delaware, its proximity to this Court,
and its ability to respond quickly to emergency hearings and other emergency matters in this
Court. Further, Bayard's appearance before this Court for the applications, motions and other
matters in these chapter 11 cases will be efficient and cost effective for the Debtors' estates.
Bayard is both well-qualified and uniquely able to represent them in these cases in a most
efficient and timely manner.
-2-
5. Bayard has advised the Debtors that Bayard intends to work closely with
counsel to the Debtors, Gersten Savage LLP ("Gersten Savage"), to ensure that there is no
unnecessary duplication of services performed or charged to the Debtors' estates.
6. It is necessary that the Debtors employ attorneys to render the foregoing
professional services. Bayard has stated its desire and willingness to act in these cases and
render the necessary professional services as attorneys for the Debtors.
7. Prior to the Petition Date, Bayard was retained by the Debtors to provide
bankruptcy advice, including assisting in the preparation of the requisite petitions, pleadings,
exhibits, lists and schedules in connection with the commencement of these cases. Bayard has
the necessary background to deal effectively and efficiently with many of the potential legal
issues and problems that may arise in the context of these cases. Bayard is both well-qualified
and uniquely able to represent the Debtors in a most efficient and timely manner.
8. To the best of my knowledge, and except as disclosed herein, Bayard does
not hold or represent any interest or connection adverse to the Debtors, their estates, its creditors,
any other party in interest, or their respective attorneys or accountants. Bayard is a "disinterested
person" as defined in the Bankruptcy Code.
9. Notwithstanding the foregoing, in connection with the representation of all
of the Debtors by Bayard, there are certain interrelationships between and among the Debtors.
The Debtors do not believe, and I believe them to be correct, that their relationships to one
another pose any conflict of interest in these chapter 11 cases because of their general unity of
interest at all levels. Accordingly, I submit that Bayard's representation of all of the Debtors is
permissible under 327 of the Bankruptcy Code and is in the best interest of all creditors of
these estates.
-3-
10. To the best of my knowledge, the Debtors understand that Bayard intends
to apply to the Court for allowance of compensation and reimbursement of expenses in
accordance with applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure (the "Bankruptcy Rules"), the Local Rules of Bankruptcy Practice and Procedure of
the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), and Orders
of this Court.
Services To Be Provided By Bayard
11. The services of Bayard are necessary to enable the Debtors to execute
faithfully their duties as debtors and debtors in possession. Subject to Court approval, the
professional services that Bayard will be required to render, shall include (but shall not be
limited to):
(a) taking all necessary action to protect and preserve the estates of the
Debtors, including the prosecution of actions on the Debtors'
behalf, the defense of any actions commenced against the Debtors,
the negotiation of disputes in which the Debtors are involved, and
the preparation of objections to claims filed against the Debtors'
estates;
(b) providing legal advice with respect to the Debtors' powers and
duties as debtors in possession in the continued operation of their
businesses and management of their properties;
(c) pursuing confirmation of a plan and approval of a disclosure
statement;
(d) preparing on behalf of the Debtors, as debtors in possession,
necessary motions, applications, answers, orders, reports, and other
legal papers in connection with the administration of the Debtors'
estates;
(e) appearing in Court and to protect the interests of the Debtors
before the Court;
(f) assisting with any disposition of the Debtors' assets, by sale or
otherwise; and
-4-
(g) performing all other legal services in connection with these chapter
11 cases as may reasonably be required.
12. I realize that the Debtors may, from time to time, request that Bayard
undertake specific matters beyond the scope of the responsibilities set forth above. Should
Bayard agree, in its sole discretion, to undertake any such specific matters, I believe the Debtors
should possess authority herein to employ Bayard for such matters, in addition to those set forth
above, without further order of this Court.
13. Bayard has substantial expertise m each of these areas and is well-
qualified to perform these services and represent the Debtors' interests in these chapter 11 cases.
Subject to this Court's approval of this Application, Bayard is willing to serve as the Debtors'
Delaware counsel and to perform the services described above.
Bayard's Connections With Debtors And Other Parties In Interest
14. Except as set forth in the Application and this Declaration, neither I, nor
any director, counsel, or associate of Bayard represents any entity and will not represent any
entity, other than the Debtors, in matters related to the Debtors' chapter 11 cases.
15. To the best of my knowledge: (a) Bayard is not a creditor, an equity
security holder, or an insider of the Debtors; (b) no member of Bayard is or was within 2 years
before the date of the filing of the petition, a director, officer or employee of the Debtors; and (c)
Bayard does not have any interest materially adverse to the interests of the estate or of any class
of creditors or equity security holders, by reason of any direct or indirect relationship to,
connection with, or interest in, the Debtors, or for any other reason. Accordingly, I believe that
Bayard is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy
Code, as modified by section 11 07(b) of the Bankruptcy Code.
-5-
16. Except as otherwise set forth in the Application and this Declaration, to
the best of my knowledge, the directors, counsel and associates of Bayard do not (i) have any
connection with the Debtors, the Debtors' creditors, any party in interest, their respective
attorneys and accountants, any United States Bankruptcy Judge or District Court Judge for the
District of Delaware, or the United States Trustee for the District of Delaware (the "US.
Trustee"), or any person employed in the office of the US. Trustee, or (ii) hold or represent any
interest adverse to the Debtors or their estates.
17. In connection with its proposed retention by the Debtors in these cases and
based upon information supplied by the Debtors, Bayard searched its client database to identify
any connection or relationship with the following entities:
(a) the Debtors and their non-debtor affiliates;
(b) the Debtors' officers, managers and shareholders;
(c) the Debtors' secured lenders;
(d) the Debtors' 20 largest unsecured creditors; and
(e) parties to executory contracts, litigation or legal proceedings with the Debtors.
18. To the extent set forth on Schedules A and B attached hereto, I, Bayard,
and certain of its directors, counsel and associates may currently represent, or may have
previously represented, and may in the future represent, persons, entities and their affiliates that
are claimants, interest holders, or other parties in interest, or professionals of the Debtors (and
other professionals to be retained in these cases) in matters totally unrelated to the Debtors'
pending chapter 11 cases.
19. Except as set forth herein, neither I, nor Bayard, nor any director, counsel,
or associate thereof, insofar as I have been able to ascertain, holds or represents any entity having
-6-
an adverse interest to the Debtors or their estates in the matters upon which Bayard is to be
engaged in these cases.
20. If Bayard discovers any information that is contrary to or pertinent to the
statements made herein, Bayard will promptly disclose such information to the Court on notice
to the creditors and the United States Trustee. By reason of the foregoing, I believe that Bayard
is eligible for employment and retention by the Debtors pursuant to 327 of the Bankruptcy
Code and the applicable Bankruptcy Rules.
Professional Compensation
21. Bayard intends to apply to the Court for payment of compensation and
reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code,
Bankruptcy Rules, Local Rules, the guidelines promulgated by the Office of the U.S. Trustee,
and pursuant to any additional procedures that may be established by this Court in the Debtors'
chapter 11 cases. The Plan provides for the payment of such Allowed Professional
Compensation in accordance with the provisions of the Mezzanine Settlement Agreements and
Senior Settlement Agreement.
22. Bayard seeks compensation at its standard hourly rates, which are based
on the professionals' level of experience. At present, the standard hourly rates charged by Bayard
range from $425 to $795 for directors, $400 to $510 for senior counsel, $230 to $425 for
associates, and $195 to $245 for paraprofessionals. These hourly rates are subject to periodic
firm wide adjustments in the ordinary course of Bayard's business. Bayard will maintain
detailed, contemporaneous records of time and any necessary expenses incurred in connection
with the rendering of the legal services described above
-7-
23. Prior to the petition date, Bayard received a retainer (the "Retainer") in the
amount of $20,000 for work to be performed on behalf of the Debtors. As of the Petition Date,
the Retainer balance was $6,612.63. The unapplied portion of the Retainer is held by Bayard
according to its standard internal procedures in the same manner as Bayard holds retainers
received from other clients that it has. Bayard intends to hold the unapplied portion of the
Retainer during these chapter 11 cases and apply it against fees and expenses allowed, at
Bayard's option, after submission of Bayard's fee applications and approval by this Court, with
any balance to be returned to the Debtors. No other amounts were received by Bayard from the
Debtors. As of the Petition Date, Bayard was not owed any amounts by the Debtors in respect of
services provided by Bayard prior to the Petition Date.
24. In connection with the Debtors' Professional Fee Carve Out contained in
the DIP Order, the Lender has agreed to pay Bayard post-petition fees and expenses in
connection with the Debtors' cases up to an additional $35,000 for post-petition fees and
expenses during the first 60 days of these cases.
25. It is Bayard's policy to charge its clients for all disbursements and
expenses incurred in the rendition of services. These disbursements and expenses include, among
other things, costs for telephone and facsimile charges, photocopying, travel, business meals,
computerized research, messengers, couriers, postage, witness fees and other fees related to trials
and hearings.
26. Other than as set forth above, there is no proposed arrangement between
the Debtors and Bayard for compensation to be paid in these cases. Bayard has no agreement
with any other entity to share any compensation received, nor will any be made, except as
permitted under section 504(b )(1) of the Bankruptcy Code.
-8-
27. Bayard is carrymg on further inquiries of its directors, counsel, and
associates with respect to the matters contained herein and will periodically review its client
database. Bayard reserves the right to supplement this Declaration in the event that Bayard
discovers any facts bearing on matters described in this Declaration regarding Bayard's retention
by the Debtors.
28. Pursuant to 28 U.S. C. 1746, I declare under penalty of perjury that, to
the best of my knowledge and after reasonable inquiry, the foregoing is true and correct.
Dated: March 23, 2010
Wilmington, DE
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Page 1
Schedule A
Parties who are current or former clients of Bayard, or with whom Bayard has a
professional relationship in matters unrelated to the Debtors' cases.
Aetna
Humana, Inc.
Office Max
United Healthcare
Volkswagen
Wanted Technologies
Page 1
Schedule B
Parties to whom Bayard may currently be, or in the past may have been, adverse to in
matters unrelated to the Debtors' cases, whose names include the following:
ADP Inc.
ADT, Inc.
Aetna
American International Group
AT&T
AT&T Mobility
BNY
Capitol Corporate Services
Com Vest Capital
Computershare
Costco
Cox Communications
De Lage Landen
Dell Financial
Duke Energy
Earthlink
GE Capital
Health South
Iron Mountain
Key Equipment Finance
LEXIS NEXIS
Merrill Corporation
Office Depot
Pitney Bowes
PRNewswire
Standard & Poor's
Texas Moving Company
Wachovia
XO Communications
Page2
ExhibitB
Proposed Order
In re
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP., et al.,
1
Case No. 10-10926 (BLS)
Debtors.
(Jointly Administered)
ORDER PURSUANT TO 11 U.S.C. 327(a) AND 328(a),
FED. R. BANKR. P. 2014(a) AND DEL. BANKR. L. R. 2014-1
AUTHORIZING EMPLOYMENT AND RETENTION OF BAYARD, P.A.
AS DEBTORS' DELAWARE COUNSEL NUNC PRO TUNC TO PETITION DATE
Upon the application dated March 23, 2010 (the "Application"i of Crdentia
Corp. and its affiliated debtors and debtors in possession (collectively, the "Debtors") in the
above-captioned chapter 11 cases, for an entry of an order, pursuant to sections 327(a) and
328(a) of title 11 of the United States Code, 11 U.S.C. 101-1532 (as amended, the
"Bankruptcy Code"), rule 2014(a) of the Federal Rules of Bankruptcy Procedure (as amended,
the "Bankruptcy Rules"), and rule 2014-1 of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District of Delaware (as amended, the
"Local Rules"), authorizing the retention and employment of Bayard, P.A. ("Bayard"), as the
Debtors' Delaware counsel in these chapter 11 cases, nunc pro tunc to the Petition Date; and this
Court having considered the Declaration of Jamie L. Edmonson, sworn to March 23, 2010, in
2
The Debtors, along with the last four digits of their federal tax identification numbers, are: Crdentia
Corp.(5701), ATS Universal, LLC (3980), Baker Anderson Christie, Inc. (3631), CRDE Corp. (2509),
GHS Acquisition Corporation (9736), Health Industry Professionals, LLC ( 4246), HIP Holding, Inc.
(3468), MP Health Corp. (4403), New Age Staffing, Inc. (1214) and Nurses Network, Inc. (6291). The
Debtors' mailing address for purposes of these cases is 1964 Howell Branch Road, Ste. 206, Winter Park,
Florida 32792.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the
Application.
support of the Application (the "Edmonson Declaration"); and the Court being satisfied, based
on the representations made in the Application and the Edmonson Declaration, that Bayard
represents and holds no interest adverse to the Debtors or their estates with respect to the matters
upon which Bayard is to be engaged and is a "disinterested person," as that term is defined in
section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code; and the Court having jurisdiction to consider the Application and the relief requested
therein pursuant to 28 U.S.C. 1334; and consideration of the Application and the relief
requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being
proper in this district pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the
Application having been provided; and it appearing that no other or further notice need be
provided; and the relief requested in the Application being in the best interests of the Debtors,
their creditors and all other parties in interest; and the Court having determined that the legal and
factual bases set forth in the Application and at the hearing establish just cause for the relief
granted herein; and upon all the proceedings had before the Court and after due deliberation and
sufficient cause appearing therefor, it is
ORDERED that the Application is granted nunc pro tunc to the Petition Date;
and it is further
ORDERED that, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code,
Bankruptcy Rule 2014(a) and Local Rule 2014-1, the Debtors' are authorized to employ and
retain Bayard as their Delaware counsel in accordance with Bayard's normal hourly rates and
disbursement policies as set forth in the Edmonson Declaration nunc pro tunc to the Petition
Date; and it is further
2
ORDERED that Bayard shall apply for compensation and reimbursement in
accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code,
applicable Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules for the District of
Delaware, and Orders of the Court, guidelines established by the Office of the United States
Trustee for the District of Delaware, and such other procedures as may be fixed by order of this
Court; and it is further
ORDERED that the terms and conditions of this order shall be immediately
effective and enforceable upon its entry; and it is further
ORDERED that the Debtors are hereby authorized and empowered to take such
steps and perform such acts as may be necessary to implement and effectuate the terms of this
Order; and it is further
ORDERED that this Court shall retain jurisdiction to hear and determine all
matters arising from the implementation and/or interpretation of this Order.
Dated: April_, 2010
Wilmington, Delaware
Honorable Brendan L. Shannon
United States Bankruptcy Judge
3
{BAY:01515484v1}

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re

CRDENTIA CORP., et al.,
1


Debtors.
Chapter 11

Case No. 10-10926 (BLS)

(Jointly Administered)

Hearing Date: April 16, 2010 at 1:30 p.m.
Objection Deadline: April 9, 2010 at 4:00 p.m.



NOTICE OF APPLICATION

PLEASE TAKE NOTICE that on March 23, 2010, the Application for Oder Pursuant
to 11 U.S.C. 327(a) and 328(a), Fed. R. Bankr. P. 2014(a) and Del. Bankr. L.R. 2014-1
Authorizing Employment and Retention of Bayard, P.A. as Debtors Delaware Counsel,
Nunc Pro Tunc to Petition Date (the Application) was filed with the United States
Bankruptcy Court for the District of Delaware (the Bankruptcy Court).
PLEASE TAKE FURTHER NOTICE that any objections to the Application must be
made in writing, filed with the Bankruptcy Court, 824 Market Street, 3
rd
Floor, Wilmington,
Delaware 19801 and served so as to actually be received by the undersigned counsel for the
Debtors on or before April 9, 2010 at 4:00 p.m. (Eastern Time).
PLEASE TAKE FURTHER NOTICE that a hearing on the Application will be held
before the Honorable Brendan L. Shannon at the Bankruptcy Court, 824 Market Street, 6
th
Floor,
Courtroom 1, Wilmington, Delaware 19801 on April 16, 2010 at 1:30 p.m. (Eastern Time).

1 The Debtors, along with the last four digits of their federal tax identification numbers, are: Crdentia
Corp.(5701), ATS Universal, LLC (3980), Baker Anderson Christie, Inc. (3631), CRDE Corp. (2509), GHS
Acquisition Corporation (9736), Health Industry Professionals, LLC (4246), HIP Holding, Inc. (3468), MP Health
Corp. (4403), New Age Staffing, Inc. (1214) and Nurses Network, Inc. (6291). The Debtors mailing address for
purposes of these cases is 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792.
{BAY:01515484v1}
PLEASE TAKE FURTHER NOTICE that if no objection or other response to the
Application is timely filed in accordance with the procedures set forth above, the Bankruptcy
Court may enter an Order granting the relief sought in the Application without further notice or a
hearing.
Dated: March 23, 2010
Wilmington, Delaware BAYARD, P.A.

/s/ Jamie L. Edmonson
Jamie L. Edmonson (No. 4247)
222 Delaware Avenue, Suite 900
Wilmington, Delaware 19899
Telephone: (302) 655-5000

Proposed Co-Counsel to the Debtors and
Debtors in Possession